Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact 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. 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 promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 Offer Documents, (ii) the Schedule 14D-9, (iii) the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") or (iv) the Proxy Statement, will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the Company's stockholders, or, in the case of the Proxy Statement, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders MeetingMeeting (as defined in Section 7.01), contain any untrue statement of a 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. The Form S-4 Schedule 14D-9, the Information Statement and the Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company Parent or Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Acquisition for inclusion or incorporation by reference in (i) the Form S-4 will, will at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, 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 Schedule 14D-9 or Offer Documents will, at the date it is respective times such materials, or any amendments or supplements thereto, are filed with the SEC, first mailed published, sent or given to stockholders of the Company's stockholders , the Offer expires or at shares of Parent Common Stock are delivered in connection with the time of the Stockholders MeetingOffer, contain any untrue statement of 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, made not misleading. The Form S-4 will comply as to form in all material respects with the requirements provisions of the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that Parent makes no representation is made by Parent representation, warranty or Sub covenant with respect to statements made or incorporated by reference therein based on any information supplied in writing or required to be supplied by the Company specifically for inclusion which is contained in or incorporation omitted from any of the foregoing documents or which is incorporated by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) the Proxy Statement 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 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. 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 promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Company, in writing, for inclusion or incorporation incor poration by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the applicable Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 Proxy Statement Statement/Prospectus (as defined below) will, at the date it is first mailed of mailing to the Company's stockholders or and at the time times of the Stockholders Meetingmeetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Parent for inclusion or incorporation by reference thereinin the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 or any amendment or supplement thereto is filed with the SEC, at any time it is amended or supplemented or at the time it becomes declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to each of Parent’s shareholders and the Company's ’s stockholders or at the time of each of the Parent Shareholders Meeting and the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Fifth Third for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or shareholders and at the time of the Stockholders Meetingmeeting of 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 the light of the circumstances under which they are were made, not misleading. The Form S-4 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub Fifth Third with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically First National Bankshares for inclusion or incorporation by reference thereinin the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 or any amendment or supplement thereto is filed with the SEC, at any time it is amended or supplemented or at the time it becomes declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to each of Parent’s shareholders and the Company's ’s stockholders or at the time of each of the Parent Shareholders Meeting and the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Parent or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub First National Bankshares for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or shareholders and at the time of the Stockholders Meetingmeeting of 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 the light of the circumstances under which they are were made, not misleading. The Form S-4 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub First National Bankshares with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Fifth Third for inclusion or incorporation by reference thereinin the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SECCommission, 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 misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub EVI for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the CompanyEVI's stockholders or and at the time of the EVI Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Proxy Statement, as it relates to the EVI Stockholder Meeting, will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub EVI with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Parent or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to each of the Company's stockholders and Parent's shareholders or at the time of each 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, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no . No representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein in the Joint Proxy Statement or the Form S-4 based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement or the Form S-4, as the case may be.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub GameStop specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, 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 therein, in light of the circumstances under which they are made, not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders and GameStop’s stockholders or at the time of the Company Stockholders Meeting or the GameStop Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub GameStop with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company other party specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (ia) the Form S-4 willRegistration Statement shall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it 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 (iib) the Proxy Statement will, at the date it is first mailed to stockholders of the Company's stockholders or Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Subject to the accuracy of the first sentence of Section 4.8, the Proxy Statement and the Registration Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and the Securities Act Act, respectively, and the rules and regulations promulgated thereunder; provided, except however, that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 Proxy Statement Statement/Prospectus (as defined below) will, at the date it is first mailed of mailing to the Company's stockholders or and at the time times of the Stockholders Meetingmeetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (ia) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iib) the Company Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Stockholders Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. 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 promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made therein based on information supplied by the Company for inclusion therein or incorporation by reference therein. The Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically in writing for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representations or warranty is made by the Company with respect to information supplied by THL I or any affiliate of THL I for inclusion in the Proxy Statement. The Form S-4 will will, as of its effective date, and the prospectus contained therein will, as of its date, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub . The Proxy Statement will comply as to form in all material respects with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinrequirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by Parent the Company in writing or Sub otherwise approved in writing by the Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the Proxy Statement willStatement/Prospectus will not, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders MeetingStockholders' Meeting (as defined herein), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinwhich, in the light of the circumstances under which they are such statement is made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleadingfalse or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meeting or any amendment or supplement thereto. The Form S-4 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Parent or Merger Sub for inclusion or incorporation by reference thereinin the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the Company's stockholders and Parent's stockholders or at the time of the Stockholders Company Special Meeting and the Parent Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SECCommission, 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 misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders ’s shareholders or at the time of the Stockholders Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 or any amendment or supplement thereto is filed with the SEC, at any time it is amended or supplemented or at the time it becomes declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to each of Parent’s stockholders and the Company's ’s stockholders or at the time of each of the Parent Stockholders Meeting and the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Parent or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, 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 therein, in light of the circumstances under which they are made, not misleading misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders and Parent’s stockholders or at the time of the Parent Stockholders Meeting or the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form S-4 or the Joint Proxy Statement, as the case may be.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 or any amendment or supplement thereto is filed with the SEC, at any time it is amended or supplemented or at the time it becomes declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to each of Parent’s stockholders and the Company's ’s stockholders or at the time of each of the Parent Stockholders Meeting and the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinreference.

Information Supplied. None of the information supplied or to be supplied by Parent the Company or Sub any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 or any amendment or supplement thereto is filed with the SEC, at any time it is amended or supplemented or at the time it becomes declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub the Company with respect to statements or omissions made or incorporated by reference therein based on information supplied in writing by the Company specifically Parent or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Acquisition in writing for inclusion or incorporation by reference in (i) the Form S-4 will, will at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, will at the date it is first mailed to stockholders of the Company's stockholders or Company and at the time times of the Stockholders Meeting, meeting or meetings of stockholders of the Company 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, therein in the light of the circumstances under which they are made, made not misleading. The Form S-4 will comply as to form in all material respects with the requirements provisions of the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that Parent makes no representation is made by Parent representation, warranty or Sub covenant with respect to statements made or incorporated by reference therein based on any information supplied in writing or required to be supplied by the Company specifically for inclusion that is contained in or incorporation by reference thereinomitted from any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SECCommission, 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 misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to Parent’s stockholders and the Company's ’s stockholders or at the time of the Company Stockholders Meeting 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 the light of the circumstances under which they are made, not misleading. The Form S-4 Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 or any amendment or supplement thereto is filed with the SEC, at any time it is amended or supplemented or at the time it becomes declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. 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 promulgated thereunder, except that no representation is made by Parent or Merger Sub with respect to statements or omissions made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 F-4 will, at the time the Form S-4 F-4 is filed with the SEC, at any time it is amended or supplemented or and at the time it the Form F-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact 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. The Form S-4 F-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no . No representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein in the Form F-4 based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form F-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's or Parent's stockholders or at the time of the Company Stockholders Meeting 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 the light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form S-4 or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub PNFP for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Joint Proxy Statement will, at the date it is first mailed of mailing to the Company's stockholders or shareholders and at the time times of the Stockholders Meetingmeetings of 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 the light of the circumstances under which they are were made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub PNFP with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically CAVB for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to each of the Company's ’s stockholders or at the time of the Stockholders Company 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. 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 promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Halis specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement included in the Form S-4 will, at the date it is first mailed to the Company's Halis' stockholders or at the time of the Stockholders Halis Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub Halis with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company HealthWatch specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub CAVB for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Joint Proxy Statement will, at the date it is first mailed of mailing to the Company's stockholders or shareholders and at the time times of the Stockholders Meetingmeetings of 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 the light of the circumstances under which they are were made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub CAVB with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically PNFP for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be -------------------- supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact 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. 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 promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Davel for inclusion or incorporation by reference in (i) the Form S-4 willshall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented 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 therein, in light of the circumstances under which they were made, not misleading or (ii) the Proxy Statement willshall, at the date it is first mailed to the CompanyDavel's stockholders or at the time of the Davel Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 will shall comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunderAct, except that no representation or warranty is made by Parent or Sub Davel with respect to statements made or incorporated by reference therein in either the Form S-4 or the Proxy Statement based on information supplied in writing by the Company specifically PhoneTel for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or on behalf of Thermo Electron or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the CompanyThermo Electron's stockholders or at the time of the Stockholders Thermo Electron Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.2(e), except that no representation or warranty is made by Parent or Sub Thermo Electron with respect to information or statements made or incorporated by reference therein based in the Form S-4 or the Joint Proxy Statement which were not supplied by or on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinbehalf of Thermo Electron.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub GCBS for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Joint Proxy Statement will, at the date it is first mailed of mailing to the Company's stockholders or shareholders and at the time times of the Stockholders Meetingmeetings of 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 the light of the circumstances under which they are were made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub GCBS with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically CVBG for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub CVBG for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Joint Proxy Statement will, at the date it is first mailed of mailing to the Company's stockholders or shareholders and at the time times of the Stockholders Meetingmeetings of 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 the light of the circumstances under which they are were made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub CVBG with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically GCBS for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub AIC specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the CompanyCAX's or AIC's stockholders or at the time of the CAX Stockholders Meeting or the AIC Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub AIC with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company CAX specifically for inclusion or incorporation by reference thereinin the Form S-4 or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 willOffer Documents, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement Schedule 14D-9 or (iii) the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "INFORMATION STATEMENT"), will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the date it is respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first mailed published, sent or given to the Company's stockholders or at the time of the Stockholders Meetingstockholders, contain any untrue statement of a 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. The Form S-4 Schedule 14D-9 and the Information Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company Parent or Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Center Financial for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or and at the time times of the Stockholders Meetingmeetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 Joint Proxy Statement/ Prospectus will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub Center Financial with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Nara for inclusion or incorporation by reference thereinin the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date it the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders Meetingmeeting of the Company's stockholders held to vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Offer Documents will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 willOffer Documents, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement Schedule 14D-9 or (iii) the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the date it is respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first mailed published, sent or given to the Company's stockholders or at the time of the Stockholders Meetingstockholders, contain any untrue statement of a 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. The Form S-4 Schedule 14D-9 and the Information Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company Parent or Sub specifically for inclusion or incorporation by reference therein.. 21

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub in writing or otherwise approved by Parent for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the Proxy Statement Consent Solicitation Statement/Prospectus will, at the date it the Consent Solicitation Statement/Prospectus is first mailed to the Company's stockholders or at the time of the Stockholders MeetingClosing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinwhich, in the light of the circumstances under which they are such statement is made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleadingfalse or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any Company shareholder's consent or any amendment or supplement thereto. The Form S-4 will comply as to form in all material respects aspects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or on incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub on behalf of the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or of the Company and at the time of the Stockholders Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the 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 or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinExchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or supplemented, at the time it 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 to make the statements therein not misleading misleading, and none of the information supplied or (ii) to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company's Company and at the date mailed to stockholders of Parent or at the time of the Stockholders Meetingmeeting of such stockholders to be held in connection with the Merger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Joint Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the requirements provisions of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 or any amendment or supplement thereto is filed with declared effective by the SEC, at any time it is amended or supplemented or at the time it becomes effective SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to each of Parent’s stockholders and the Company's ’s stockholders or at the time of each of the Stockholders Parent Stockholder Meeting and the Company 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. The Form S-4 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act and Exchange Act. Notwithstanding the rules and regulations promulgated thereunderforegoing, except that no representation is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub its Representatives specifically for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement or the Proxy Statement/Prospectus will, at the time the Form S-4 Registration Statement is filed with declared effective by the SEC, at any time it is amended SEC or supplemented or at on 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) date the Proxy Statement will, at the date it Statement/Prospectus is first mailed to the Company's stockholders holders of Company Common Shares or at the time of the Stockholders Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form form, in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any Governmental Agency other than the SEC will comply in all material respects with the requirements provisions of applicable law as to the Securities Act and information required to be contained therein. Notwithstanding the rules and regulations promulgated thereunderforegoing, except that Parent makes no representation is made by Parent or Sub warranty with respect to statements made or incorporated by reference therein based on the information supplied in writing or to be supplied by the Company specifically or any Affiliate thereof for inclusion or incorporation by reference thereinin the S-4 Registration Statement or the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub AMB for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or shareholders and at the time times of the Stockholders Meetingmeetings of stockholders or shareholders to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 Joint Proxy Statement/ Prospectus will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub AMB with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically ProLogis for inclusion or incorporation by reference thereinin the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, 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 therein, in light of the circumstances under which they are made, not misleading misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form S-4 or the Proxy Statement, as the case may be.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 or any amendment or supplement thereto is filed with declared effective by the SEC, at any time it is amended or supplemented or at the time it becomes effective SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to each of Parent’s stockholders and the Company's ’s stockholders or at the time of each of the Stockholders Parent Stockholder Meeting and the Company 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. The Form S-4 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act and Exchange Act. Notwithstanding the rules and regulations promulgated thereunderforegoing, except that no representation is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Parent or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub CAX specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act of 1933, as amended (the "Securities Act"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the CompanyCAX's or AIC's stockholders or at the time of the CAX Stockholders Meeting or the AIC Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub CAX with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company AIC specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is when filed with the SEC, or at any time it is amended or supplemented or at the time it the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the CompanyParent's stockholders or at the time of the Stockholders 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 the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to information or statements with respect to the Company or any of its Subsidiaries made or incorporated by reference therein based supplied by or on information supplied in writing by behalf of the Company specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement or the Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Acquiror for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Joint Proxy Statement will, at the date it is first mailed of mailing to the Company's stockholders or shareholders and at the time times of the Stockholders Meetingmeetings of 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 the light of the circumstances under which they are were made, not misleading. The Form S-4 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub Acquiror with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Target for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for Morg▇▇ ▇▇▇ inclusion or incorporation by reference in (i) the Form S-4 (as defined in Section 5.1(a)) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or and at the time times of the Stockholders Meetingmeetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the 21 circumstances under which they are were made, not misleading. The Form S-4 Joint Proxy Statement/ Prospectus will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub with Morg▇▇ ▇▇▇h respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Chase for inclusion or incorporation by reference thereinin the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be --------------------- supplied by Parent or Sub WorldCom specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, 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 therein, in light of the circumstances under which they were made, not misleading or (ii) the SkyTel Proxy Statement will, at the date it is first mailed to the CompanySkyTel's stockholders or at the time of the SkyTel Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no . No representation or warranty is made by Parent or Sub WorldCom with respect to statements made or incorporated by reference therein in the Form S-4 based on information supplied in writing by the Company SkyTel specifically for inclusion or incorporation by reference thereinin the Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub IMS for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact 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. 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 promulgated thereunder, except that no representation is made by Parent or Sub IMS with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. (i) None of the information supplied or to be supplied by Parent or Sub Target for inclusion or incorporation by reference in (iA) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (iiB) the Proxy Statement will, at on the date it is first mailed to the Company's Target stockholders or at the time of the Target Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(f), except that no representation or warranty is made by Parent or Sub Target with respect to statements made or incorporated by reference therein in the Form S-4 or the Proxy Statement based on information supplied in writing by the Company specifically for inclusion Purchaser or incorporation by reference thereinMerger Sub.

Information Supplied. (i) None of the information supplied or to be supplied by Parent or Sub Company for inclusion or incorporation by reference in (iA) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (iiB) the Proxy Statement will, at on the date it is first mailed to the Company's Company stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(f), except that no representation or warranty is made by Parent or Sub Company with respect to statements made or incorporated by reference therein in the Form S-4 or the Proxy Statement based on information supplied in writing by the Company specifically for inclusion Purchaser or incorporation by reference thereinMerger Sub.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, 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 or (ii) the Proxy Statement will, at the date it is first mailed to the Company's Parent’s stockholders or at the time of the Stockholders Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on or derived from information supplied in writing by the Company specifically 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 Parent or on behalf of IDEC or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the CompanyIDEC's stockholders or at the time of the Stockholders IDEC Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub IDEC with respect to information or statements with respect to Biogen or its Subsidiaries made or incorporated by reference therein based supplied by or on information supplied in writing by the Company specifically behalf of Biogen for inclusion or incorporation by reference thereinin the Joint Proxy Statement or the Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SECCommission, 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 misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders ’s shareholders or at the time of the Stockholders Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied to or to be supplied by Parent Buyer or Merger Sub specifically for inclusion or incorporation by reference in (a) the Offer Documents, (b) the Schedule 14D-9 or (c) the Company Proxy Statement (if required) will (except to the extent revised or superseded by amendments or supplements contemplated hereby), (i) in the Form S-4 willcase 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’s stockholders, or (ii) in the case of the Company Proxy Statement, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Company Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Stockholders Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 Offer Documents will comply as to form in all material respects with the requirements of the Securities Exchange Act Table of Contents and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent Buyer or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 willOffer Documents, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement Schedule 14D-9 or (iii) the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated 19 15 under the Exchange Act (the "Information Statement"), will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the date it is respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first mailed published, sent or given to the Company's stockholders or at the time of the Stockholders Meetingstockholders, contain any untrue statement of a 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. The Form S-4 Schedule 14D-9 and the Information Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company Parent or Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Acquisition for inclusion or incorporation by reference in (i) the Form S-4 will, will at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, Statement/Prospectus will at the date it is first mailed to the Company's stockholders or and at the time times of the Stockholders Meeting, meeting or meetings of stockholders of the Company and Parent 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, therein in the light of the circumstances under which they are made, made not misleading. The Form S-4 will comply as to form in all material respects with the requirements provisions of the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that Parent makes no representation is made by Parent representation, warranty or Sub covenant with respect to statements made or incorporated by reference therein based on any information supplied in writing or required to be supplied by the Company specifically for inclusion which is contained in or incorporation omitted from any of the foregoing documents or which is incorporated by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the CompanyParent's stockholders 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 the light of the circumstances under which they are made, not misleading. 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 promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically in writing for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SECCommission, 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 misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders ’s shareholders or at the time of the Stockholders Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunderApplicable Law, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Sears for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or and at the time times of the Stockholders Meetingmeetings of stockholders to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 Proxy Statement relating to the Sears Stockholders Meeting will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated of the SEC thereunder, except that no . No representation or warranty is made by Parent or Sub Sears with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Kmart for inclusion or incorporation by reference thereinin the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Old Davel for inclusion or incorporation by reference in (i) the Form S-4 willshall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented 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 therein, in light of the circumstances under which they were made, not misleading or (ii) the Proxy Statement willshall, at the date it is first mailed to the CompanyOld Davel's stockholders or at the time of the Davel Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 will shall comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunderAct, except that no representation or warranty is made by Parent or Sub Old Davel with respect to statements made or incorporated by reference therein in either the Form S-4 or the Proxy Statement based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub on behalf of Target for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, and (ii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or at Target’s shareholders and the time of the Stockholders Target 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 were made, not misleading. The Form S-4 Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub Target with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Acquiror for inclusion or incorporation by reference thereinin the Proxy Statement/Prospectus or for which Acquiror is responsible.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact 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. 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 promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub TMW for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the Company's stockholders or and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form misleading in all material respects with within the requirements of the Securities Act and the rules and regulations promulgated thereunder. The preliminary consolidated statements of operations for the year ended January 30, except that no representation is made by Parent or Sub with respect 1999 and the consolidated balance sheet as of January 30, 1999 of TMW and its subsidiaries in the form attached as Exhibit I to statements made or incorporated by reference therein based on information supplied the TMW Disclosure Letter are true and correct in writing by the Company specifically for inclusion or incorporation by reference thereinall material respects.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Acquisition for inclusion or incorporation by reference in (i) the Form S-4 will, S–4 will at the time the Form S-4 S–4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, Statement/Prospectus will at the date it is first mailed to the Company's stockholders or and at the time times of the Stockholders Meeting, meeting or meetings of stockholders of the Company and Parent 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, therein in the light of the circumstances under which they are made, made not misleading. The Form S-4 S–4 will comply as to form in all material respects with the requirements provisions of the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that Parent makes no representation is made by Parent representation, warranty or Sub covenant with respect to statements made or incorporated by reference therein based on any information supplied in writing or required to be supplied by the Company specifically for inclusion which is contained in or incorporation omitted from any of the foregoing documents or which is incorporated by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact 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 misleadingmis- leading. 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 promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation incorpora- tion by reference thereinin the Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 or any amendment or supplement thereto is filed with the SEC, at any time it is amended or supplemented or at the time it becomes declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement/Consent Solicitation Statement will, at the date it is first mailed to each of Parent’s stockholders and the Company's ’s stockholders 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 the light of the circumstances under which they are made, not misleading. The Form S-4 Proxy Statement/Consent Solicitation Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Parent for inclusion or incorporation by reference therein.

Information Supplied. None of the The information supplied or to be supplied by Parent or Sub the Company in writing and designated specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 will, at the time the Form S-4 is to be filed with the SEC, at any time it is amended or supplemented or at SEC by Parent in connection with the time it becomes effective under issuance of Parent Common Stock in the Securities Act, Merger (the "FORM S-4") will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein statements, in light of the circumstances under which they are made, not misleading or (ii) the misleading. The Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company Parent or Merger Sub specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, 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 false or misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's Parent’s stockholders or at the time of the Company Stockholders Meeting or Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or Parent Stockholders Meeting that has become false or misleading. The Notwithstanding the foregoing sentence, no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based on or derived from information supplied by the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The information supplied by Parent for inclusion in the Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or and at the time times of the Stockholders Meetingmeetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form S-4 or the Joint Proxy Statement/Prospectus, as applicable.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 S-4, or the prospectus therein, will, at the time the Form S-4 is filed with the SECS-4, at and any time it is amended or supplemented or at the time it post-effective amendment thereto, becomes effective under the Securities ActAct and through the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders 44 shareholders or at the time of the Stockholders Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the 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 specifically for inclusion or incorporation by reference in the Form S-4 or the prospectus therein. The Form S-4 S-4, and the prospectus therein. will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub any of its Subsidiaries specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, 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 therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders shareholders or at the time of the Stockholders Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. 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 promulgated thereunder, except that no . No representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein in the Proxy Statement or the Form S-4 based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Proxy Statement or the Form S-4, as the case may be.

Information Supplied. None of the information supplied or to be supplied by Parent Parent, Merger Sub, or Sub Merger LLC specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, 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 therein, in light of the circumstances under which they are made, not misleading misleading, or (ii) the Proxy Statement 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 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. 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 promulgated thereunder, except that no representation or warranty is made by Parent Parent, Merger Sub, or Sub Merger LLC with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Chase for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 and (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or and at the time times of the Stockholders Meetingmeetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated of the SEC thereunder, except that no representation or warranty is made by Parent or Sub Chase with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for Morg▇▇ ▇▇▇ inclusion or incorporation by reference thereinin the Joint Proxy Statement/Prospectus or Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities ActAct and at the time of any post-effective amendments, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's shareholders or Parent's stockholders or at the time of the Company Shareholders Meeting 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 the light of the circumstances under which they are made, not misleading. 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 promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company specifically for inclusion or incorporation by reference in (i) the Form S-4 willOffer Documents, including information, if any, required under Rule 13e-3 of the Exchange Act, (ii) the Schedule 14D-9, (iii) the Information Statement or (iv) the Proxy Statement, will (a) in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the Company's stockholders, or (b) in the case of the Proxy Statement, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the 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. The Form S-4 Schedule 14D-9, the Information Statement and the Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunderExchange Act, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company Parent or Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to -------------------- be supplied by Parent or Sub Acquisition in writing for inclusion or incorporation by reference in (i) the Form S-4 will, will at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to stockholders of the Company's stockholders or Company and at the time times of the Stockholders Meetingmeeting or meetings of stockholders of the Company 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, therein in the light of the circumstances under which they are made, made not misleading. The Form S-4 will comply as to form in all material respects with the requirements provisions of the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that Parent makes no representation is made by Parent representation, warranty or Sub covenant with respect to statements made or incorporated by reference therein based on any information supplied in writing or required to be supplied by the Company specifically for inclusion that is contained in or incorporation by reference thereinomitted from any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by Parent Parent, Merger Sub, or Sub Merger LLC specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, 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 therein, in light of the circumstances under which they are made, not misleading misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. 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 promulgated thereunder, except that no representation or warranty is made by Parent Parent, Merger Sub, or Sub Merger LLC with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Form S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub any of its Subsidiaries specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, 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 therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders shareholders or at the time of the Stockholders Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. 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 promulgated thereunder, except that no . No representation or warranty is made by Parent or Sub with respect to statements made or 38 33 incorporated by reference therein in the Proxy Statement or the Form S-4 based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinin the Proxy Statement or the Form S-4, as the case may be.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or and at the time times of the Stockholders Meetingmeetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Parent for inclusion or incorporation by reference thereinin the Form S-4 or the Joint Proxy Statement/Prospectus, as applicable.

Information Supplied. (a) None of the information supplied or to be supplied by Parent or Sub the Company for inclusion or incorporation by reference in the S-4 (i) the Form S-4 as defined in Section 5.4), will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading. (iib) the The Joint Proxy Statement willStatement/Prospectus (as defined in Section 5.4), will not, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders Meetingstockholders, contain any untrue statement of a 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. No representation or warranty is made by the Company in this Section 3.5(b) with respect to (i) statements made or incorporated by reference therein based on information supplied by Parent or any of its subsidiaries for inclusion or incorporation by reference in the S-4 or (ii) compliance with the requirements of the Securities Act or the Exchange Act with respect to documents incorporated by reference in the S-4 from the Parent SEC Reports (as defined in Section 4.4). The Form S-4 Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements applicable provisions of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Safe for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or 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 misleading, or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to the Company's stockholders or and at the time times of the Stockholders Meetingmeetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, except that no representation or warranty is made by Parent or Sub Safe with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically Star for inclusion or incorporation by reference thereinin the Form S-4 or the Joint Proxy Statement/Prospectus, as applicable.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub NetZero specifically for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed to the CompanyNetZero's stockholders or at the time of the Stockholders NetZero Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub NetZero with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company Juno or its Subsidiaries specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or on behalf of IDEC or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's IDEC’s stockholders or at the time of the Stockholders IDEC Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub IDEC with respect to information or statements with respect to Biogen or its Subsidiaries made or incorporated by reference therein based supplied by or on information supplied in writing by the Company specifically behalf of Biogen for inclusion or incorporation by reference thereinin the Joint Proxy Statement or the Form S-4.

Information Supplied. None Neither this Agreement, any agreement, attachment, schedule, exhibit, certificate or other document or instruments delivered pursuant to this Agreement or in connection with the transactions contemplated hereby (the “Ancillary Agreements”), nor any of the information supplied included or to be supplied by Parent or Sub for inclusion or incorporation incorporated by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement or any Other Filings will, at in the case of this Agreement or the Ancillary Agreements, on the date hereof and on the Closing Date, in the case of the Proxy Statement, on the date it is first mailed to the Company's ’s stockholders or at the time of the Company Stockholders MeetingMeeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, on the date it is first mailed to the Company’s stockholders or at the date it is first filed with the SEC (or at the time of any amendment or supplement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Proxy Statement and the Other Filings that are filed by the Company will comply as to form in all material respects with the requirements of the Securities Act Exchange Act. Parent and the rules Merger Sub have been provided full and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect complete copies of all documents referred to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference thereinDisclosure Schedule.

Information Supplied. None of the The information supplied or to be supplied by Parent or Sub the Company in writing and designated specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 will, at the time the Form S-4 is to be filed with the SEC, at any time it is amended or supplemented or at SEC by Parent in connection with the time it becomes effective under issuance of Parent Common Stock in the Securities Act, Merger (the “Form S-4”) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein statements, in light of the circumstances under which they are made, not misleading or (ii) the misleading. The Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Stockholders Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Proxy Statement will comply as to form in all material respects with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company Parent or Merger Sub specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Sub Juno specifically for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed to the CompanyJuno's stockholders or at the time of the Stockholders Juno Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub Juno with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company NetZero or its Subsidiaries specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement/Prospectus.