Common use of Proxy Statement; Schedule 13E Clause in Contracts

Proxy Statement; Schedule 13E. 3; INFORMATION STATEMENT. None of the information supplied or to be supplied by or on behalf of the Buyer for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 or any amendment or supplements thereto will, as of the date the Proxy Statement, the Schedule 13E-3 or any such amendment or supplement is filed with the SEC or the Proxy Statement is mailed to the shareholders of the Company and as of the time of any meeting of the shareholders of the Company in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied by or on behalf of the Buyer for inclusion in the Information Statement (including for these purposes, whether or not so supplied, all information related to the Election, the terms and conditions of the Agreement of Limited Partnership set forth in Exhibit B, the consequences of the Election on an Electing Holder, including Tax consequences, and the proposed business of the Surviving Partnership) will, as of the date the Information Statement is mailed to the holders of SUSA Units, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement; Schedule 13E. 3; INFORMATION STATEMENT. None The Proxy Statement and the Schedule 13E-3 and all of the information included or incorporated by reference therein and all amendments and supplements thereto (other than any information supplied or to be supplied by or on behalf of the Buyer for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 or any amendment or supplements thereto willtherein) will not, as of the date the such Proxy Statement, the Schedule 13E-3 13E-3, amendments or any such amendment or supplement is supplements are filed with the SEC or the Proxy Statement is mailed to the shareholders of the Company and as of the time of any meeting of the shareholders of the Company in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None The Proxy Statement and the Schedule 13E-3 will at such times comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. The Information Statement (other than any information supplied or to be supplied by or on behalf of the Buyer for inclusion in the Information Statement (including for these purposestherein, whether or not so supplied, all and other than information related to the Election, the terms and conditions of the Agreement of Limited Partnership set forth in Exhibit B, the consequences of the Election on an Electing Holder, including Tax consequences, and the proposed business of the Surviving Partnership) willwill not, as of the date the Information Statement is mailed to the holders of SUSA Units, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement; Schedule 13E. 3; INFORMATION STATEMENTInformation Statement. None The Proxy Statement and the Schedule 13E-3 and all of the information included or incorporated by reference therein and all amendments and supplements thereto (other than any information supplied or to be supplied by or on behalf of the Buyer for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 or any amendment or supplements thereto willtherein) will not, as of the date the such Proxy Statement, the Schedule 13E-3 13E-3, amendments or any such amendment or supplement is supplements are filed with the SEC or the Proxy Statement is mailed to the shareholders of the Company and as of the time of any meeting of the shareholders of the Company in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None The Proxy Statement and the Schedule 13E-3 will at such times comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. The Information Statement (other than any information supplied or to be supplied by or on behalf of the Buyer for inclusion in the Information Statement (including for these purposestherein, whether or not so supplied, all and other than information related to the Election, the terms and conditions of the Agreement of Limited Partnership set forth in Exhibit B, the consequences of the Election on an Electing Holder, including Tax consequences, and the proposed business of the Surviving Partnership) willwill not, as of the date the Information Statement is mailed to the holders of SUSA Units, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.