Common use of Joint Proxy Statement/Prospectus Clause in Contracts

Joint Proxy Statement/Prospectus. None of the information supplied by VIDEO, SENTRY, VMC or SMC to be included in the Joint Proxy Statement/Prospectus or the Registration Statement will, in the case of the Joint Proxy Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendments thereof or supplements thereto, and at the time of the VIDEO Stockholders' Meeting, or, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. Notwithstanding the foregoing, neither VIDEO, SENTRY, VMC nor SMC makes any representation or warranty with respect to the statements made in the Joint Proxy Statement/Prospectus based on information supplied by or on behalf of KNOGO or any of its affiliates specifically for inclusion therein.

Joint Proxy Statement/Prospectus. None of the information supplied by VIDEO, SENTRY, VMC or SMC KNOGO to be included in the Joint Proxy Statement/Prospectus or the Registration Statement will, in the case of the Joint Proxy Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendments thereof or supplements thereto, and at the time of the VIDEO KNOGO Stockholders' Meeting, or, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. Notwithstanding the foregoing, neither VIDEO, SENTRY, VMC nor SMC KNOGO makes any no representation or warranty with respect to the statements made in the Joint Proxy Statement/Prospectus based on information supplied by or on behalf of KNOGO VIDEO, SENTRY, VMC or SMC or any of its their respective affiliates specifically for inclusion therein.