Common use of Registration Statement; Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement is declared or ordered effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus will not, as of the Effective Time, on the date mailed to the Company's stockholders, and at the time of 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 light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus will 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement is declared or ordered effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus will not, as of the Effective Time, on the date it is mailed to the Company's stockholders, and at the time of 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 light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained in any of the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied or to be supplied by the Company Synergy for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is declared or ordered becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The ; and (ii) the Proxy Statement/Prospectus will notwill, at the dates mailed to the stockholders of Synergy, at the time of the Synergy Annual Stockholders’ Meeting and as of the Effective Time, on the date mailed to the Company's stockholders, and at the time of 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 light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company Synergy makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Synergy which is contained in any of the Registration Statement foregoing documents, or the Proxy Statement/Prospectusany decision by Synergy to exclude or materially modify information supplied by Synergy.

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement is declared or ordered effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus will not, as of the Effective Time, on the date mailed to the Company's stockholders, and at the time of 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 light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus will 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement is declared or ordered effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus will not, as of the Effective Time, on the date it is mailed to the Company's stockholders, and at the time of 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 light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained in any of the Registration Statement or the Proxy Statement/ProspectusProspectus .

Registration Statement; Proxy Statement/Prospectus. None of the -------------------------------------------------- information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is declared or ordered becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The ; and (ii) the Proxy Statement/Prospectus will notwill, as of at the Effective Time, on the date dates mailed to the stockholders of Company's stockholders, and at the time of the Company Stockholder MeetingStockholders' Meeting and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained in any of the Registration Statement or the Proxy Statement/Prospectusforegoing documents.