Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information provided by Parent or its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 will, at the time 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 (b) 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 light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parent.

Information Supplied. None of the information provided supplied or to be supplied by or on behalf of Parent or its Subsidiaries Merger Sub for inclusion or incorporation by reference in (a) the Form S-4 willRegistration Statement shall, at the time the Form S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement willshall, at the date it is first mailed to the Company’s stockholders or Company Shareholders and 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 light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) Registration Statement will comply as to form in all material respects with the requirements provisions of the Securities Exchange Act and the Exchange Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12; provided, however, that no representation or warranty is made by Parent with respect to information or statements made therein based on information (i) supplied by the Company specifically for inclusion or incorporated incorporation by reference in the Form S-4 therein or the Proxy Statement which were (ii) not supplied by or on behalf of Parent and not obtained from or incorporated by reference to Parent’s filings with the SEC.

Information Supplied. None of the information provided by Parent or its Subsidiaries the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time 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 (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement willStatement”) will not, at the date it is first mailed to the Company’s stockholders or and 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 light of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (other than solely with respect to the portion thereof relating solely to the Stockholders’ Meeting) , and the Form S-4 (other than the then, excluding any portion thereof based on information supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent the Company or any of its Subsidiaries) 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 4.123.12, no representation or warranty is made by Parent the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which that were not supplied by or on behalf of Parentthe Company.

Information Supplied. None of the information provided supplied (or to be supplied) in writing by or on behalf of Parent or its Subsidiaries specifically for inclusion or incorporation by reference in (ai) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading or (bii) the Partnership Proxy Statement (which will be included as a prospectus in the Registration Statement) will, at on the date it the Partnership Proxy Statement is first mailed to the Company’s stockholders or Partnership Unitholders, and at the time of the Stockholders’ Partnership Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to Parent or Parent GP required to be stated therein or necessary in order to make the statements therein, with respect to Parent or Parent GP, in light of the circumstances under which they were are made, not misleading. The Proxy Registration Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 4.12foregoing, Parent makes no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parentthe Partnership for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. None of the information provided in writing by Parent or its Subsidiaries the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time 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 (b) the proxy statement/prospectus relating to the Company Stockholders’ Meeting (the “Proxy Statement Statement/Prospectus”) will, at on the date it 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 light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) Statement/Prospectus and the Form S-4 (other than solely with respect to the portion thereof relating to the Company Stockholders’ Meeting, but excluding any portion thereof based on information supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent the Company or any of its Subsidiaries) 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 thereunderAct. Notwithstanding the foregoing provisions of this Section 4.123.12, no representation or warranty is made by Parent the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which Statement/Prospectus that were not specifically supplied in writing by or on behalf of Parentthe Company.

Information Supplied. None of the information provided in writing by Parent the Partnership or its Subsidiaries the General Partner specifically for inclusion or incorporation by reference in (a) the Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Units in the LP Merger and in which the Combined Consent Statement/Prospectus will be included as a prospectus (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or (b) the Proxy Statement Combined Consent Statement/Prospectus will, at on the date it is first mailed to the CompanyPartnership’s stockholders or at the time of the Stockholders’ Meetingunitholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) Combined Consent Statement/Prospectus and the Form S-4 (other than solely with respect to the portion thereof based on information supplied by the Company Partnership or the General Partner or any of their respective Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by or on behalf of Parent or the Merger Subs for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent the Partnership or any of its Subsidiaries) 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 thereunderAct. Notwithstanding the foregoing provisions of this Section 4.123.12, no representation or warranty is made by Parent the Partnership with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of Parentthe Partnership or the General Partner.

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

Information Supplied. None of the The information provided supplied or to be supplied by Parent or its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 willshall not, at the time the Form S-4 becomes is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time of the Stockholders’ MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent with respect to information or statements made therein based on information supplied by the Company or incorporated its Representatives in writing expressly for inclusion therein. The information supplied or to be supplied by reference Parent or its Representatives for inclusion in the Form S-4 Joint Proxy Statement/Prospectus shall not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statement statements therein, in light of the circumstances under which were they are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by or on behalf of Parentthe Company in writing expressly for inclusion therein.

Information Supplied. None of the information provided in writing by Parent or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time 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 (b) the Proxy Statement Statement/Prospectus will, at on the date it 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 light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) Statement/Prospectus and the Form S-4 (other than solely with respect to the portion thereof based on information supplied by Parent or its Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 thereunderAct. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which Statement/Prospectus that were not specifically supplied in writing by or on behalf of Parent.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance (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 (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s 's stockholders or Parent's stockholders or at the time of the Stockholders’ MeetingCompany Stockholders Meeting or the Parent Stockholders Meeting (as defined in Section 6.01(e)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or Sub in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of ParentStatement.

Information Supplied. None of The information supplied or to be supplied by the information provided Company for inclusion in the registration statement on Form S-4 to be filed by Parent or its Subsidiaries for inclusion or incorporation by reference in connection with the Share Issuance (athe “Form S-4”) the Form S-4 willshall not, at the time the Form S-4 becomes is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time of the Stockholders’ MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent the Company with respect to information or statements made therein based on information supplied by Parent or incorporated its Representatives in writing expressly for inclusion therein. The information supplied or to be supplied by reference the Company for inclusion in the joint proxy statement/prospectus included in the Form S-4 (the “Joint Proxy Statement/Prospectus”) will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statement statements therein, in light of the circumstances under which were they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or on behalf of Parentits Representatives in writing expressly for inclusion therein.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time such document is filed with 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 (b) the Proxy Statement willSEC, at any time it is amended or supplemented or at the date time it is first mailed published, sent or given to the Company’s stockholders or at the time of the Stockholders’ Meetingshareholders, contain any untrue statement of 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 were made, not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and at the time of the Shareholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of 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 Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference thereinOffer Documents, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12foregoing, Parent and Merger Sub make no representation or warranty is made by Parent with respect to any information supplied by the Company or statements made any of its representatives which is contained or incorporated by reference in the Form S-4 or Offer Documents and the Proxy Statement which were not supplied by or on behalf of ParentStatement.

Information Supplied. None of The information supplied or to be supplied by the information provided by Parent or its Subsidiaries Company specifically for inclusion or incorporation by reference in (a) the Form S-4 will, Registration Statement shall not at the time the Form S-4 becomes Registration Statement is declared effective under by the Securities Act, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, except that no representation or (bwarranty is made by the Company with respect to statements made therein based on information supplied by Parent, Holdco or any of their respective Representatives in writing expressly for inclusion therein. The information supplied or to be supplied by the Company specifically for inclusion in the Joint Proxy Statement/Prospectus, which shall be included in the Registration Statement, shall not, on the date(s) the Joint Proxy Statement will, at the date it Statement/Prospectus is first mailed to the Company’s stockholders of the Company and the stockholders of Parent, respectively, or at the time of the Stockholders’ Company Stockholders Meeting or the Parent Stockholders Meeting, respectively, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not therein based on information supplied by Parent, Holdco or on behalf any of Parenttheir respective Representatives for inclusion therein.

Information Supplied. None of the information provided supplied or to be supplied by Parent AREP Oil & Gas or its Subsidiaries IPO Co. in writing for inclusion or incorporation by reference in to (ai) the Form S-4 will, will at the time the Form S-4 is filed with the 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 misleading, (bii) the Proxy Information Statement will, 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, therein in light of the circumstances under which they were madeare made not misleading, or (iii) the S-1 will at the time the S-1 is filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) S-4 and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) S-1 will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions foregoing, none of this Section 4.12AREP Oil & Gas or IPO Co. makes any representation, no representation warranty or warranty is made by Parent covenant with respect to any information supplied or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not required to be supplied by the Company that is contained in or on behalf omitted from any of Parentthe foregoing documents.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries IXnet for inclusion or incorporation by reference in (ai) the Form Forms S-4 will, at the time the each 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 (bii) the Proxy Statement each Information Statement/Prospectus will, at the date it is first mailed to the Company’s IXnet's stockholders or IPC's stockholders, as the case may be, at the time of the Stockholders’ IXnet Stockholder Meeting or the IPC Stockholder Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) Forms S-4 and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) Information Statement/Prospectuses will comply as to form in all material respects with the requirements of the Securities Exchange Act and the Exchange Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, except that no representation or warranty is made by Parent IXnet with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or GC Merger Sub for inclusion or incorporation by reference in the Form Forms S-4 or and the Proxy Statement which were not supplied by or on behalf of ParentInformation Statement/Prospectuses.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Acquisition Corp. in writing for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 willto be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger shall, at the time 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 (bii) the Proxy Information Statement will(as defined herein) shall, (A) at the date it is first mailed to the Company’s 's stockholders or and/or (B) 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 were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will shall 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 4.12, except that no representation or warranty is made by Parent or Acquisition Corp. with respect to information or statements made or incorporated by reference therein based on information supplied in writing by the Form S-4 Company specifically for inclusion or the Proxy Statement which were not supplied incorporation by or on behalf of Parentreference therein.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Trenwick for inclusion or incorporation by reference in (ai) 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 circumstances under which they are made, not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s Trenwick's stockholders or at the time of the Stockholders’ MeetingTrenwick Stockholders Meeting (as defined in Section 5.2), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. 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 promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12foregoing, no representation or warranty is made by Parent Trenwick in this Section 3.2(f) with respect to information supplied by Chartwell for inclusion or statements made or incorporated incorporation by reference in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of ParentStatement.

Information Supplied. None of the The information provided supplied or to be supplied by Parent or its Subsidiaries Inuvo in writing expressly for inclusion or incorporation by reference in (a) the Form S-4 willwill not, at the time the Form S-4 becomes is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Inuvo with respect to statements made therein not misleading or (b) based on information supplied by CPT in writing expressly for inclusion therein. The information supplied by Inuvo in writing expressly for inclusion in the Joint Proxy Statement willStatement/Prospectus will not, at the date it time the Joint Proxy Statement/Prospectus is first mailed to the Company’s Inuvo stockholders or and at the time of the Inuvo Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent Inuvo with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not therein based on information supplied by or on behalf of ParentCPT in writing expressly for inclusion therein.

Information Supplied. None of the The information provided supplied or to be supplied by Parent or its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 willshall not, at the time the Form S-4 becomes is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time of the Stockholders’ MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion therein. The information supplied or to be supplied by Parent for inclusion in the Proxy Statement Statement/Prospectus shall not, at the time the Proxy Statement/Prospectus is first mailed to the shareholders of the Company and at the time of any meeting of Company shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (other than solely with respect to the portion thereof relating solely based on information supplied or to the Stockholders’ Meeting) and the Form S-4 (other than the be supplied by Parent for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion or incorporation by reference therein, with respect to which no representation or warranty is made by Parent or any of its SubsidiariesParent) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parent.

Information Supplied. None of The information supplied by the information provided by Parent or its Subsidiaries Company for inclusion or incorporation by reference in the Registration Statement shall not at the time the Registration Statement is filed with the SEC and at the time it is declared effective by the SEC (a) the Form S-4 willor, with respect to any post-effective amendment or supplement, at the time the Form S-4 such post-effective amendment or supplement becomes effective under the Securities Act, effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading or (b) misleading. The information supplied by the Company for inclusion in the Proxy Statement willStatement/Prospectus shall not, at on the date it the Proxy Statement/Prospectus is first mailed to the Company’s stockholders shareholders or at the time of the Stockholders’ MeetingCompany Shareholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) representations and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply as to form warranties contained 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 4.12, no representation 2.25 will not apply to statements or warranty is made by Parent with respect to information or statements made omissions included or incorporated by reference in the Form S-4 Proxy Statement/Prospectus based upon information furnished by Parent or the Proxy Statement which were not supplied its representatives specifically for use or incorporation by or on behalf of Parentreference therein.

Information Supplied. None of The information supplied by the information provided by Parent or its Subsidiaries for -------------------- inclusion or incorporation by reference in (a) the Form S-4 will, Registration Statements shall not at the time the Form S-4 becomes respective Registration Statement 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 (b) 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 not misleading. The information supplied by the Parent for inclusion in the Proxy Statement/Prospectus shall not at the date the Proxy Statement/Prospectus is first mailed to the Members, at the time of the Members' Meeting and at the Effective Time, and the information supplied by the Parent for inclusion in any other Prospectus shall not at the date such Prospectus is first delivered to offerees and at the effective date of such Prospectus, be false or misleading with respect to any material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12foregoing, the Parent makes no representation or warranty is made by Parent with respect to any information about, or statements made supplied or incorporated by reference in omitted by, the Form S-4 Members or the Proxy Statement Company which were not supplied by or on behalf is contained in any of Parentthe foregoing documents. The Parent agrees to defend and hold the Members harmless from any violation of this representation and warranty.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries on behalf of Aytu or Merger Sub for inclusion or incorporation by reference in (a) 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 misleading. None of the information supplied or (b) to be supplied by or on behalf of Aytu or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement will, at the date it is first mailed to the Company’s Target's and Aytu's stockholders or at the time of the Stockholders’ MeetingTarget Stockholders Meeting or Aytu Stockholders Meeting 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 made therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 thereunderAct. Notwithstanding the foregoing provisions of this Section 4.12foregoing, no representation or warranty is made by Parent Aytu or Merger Sub with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were therein based on information that was not supplied by or on behalf of ParentAytu or Merger Sub.

Information Supplied. None of the information provided supplied or to be supplied by the Parent or its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 willany Company Disclosure Document, at the time filed (as amended or supplemented), at the Form S-4 becomes effective under time provided to the Securities ActCompany's shareholders or (if applicable) creditors or at the time of the Company General Meeting or (if applicable) any meeting of the Company's creditors in connection with the Transactions, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading misleading. To the extent applicable, none of the information supplied by the Parent or (b) the Proxy Statement willMerger Sub for inclusion or incorporation by reference in any Registration Statement, at the date it is first mailed to time filed (as amended or supplemented), at the Company’s stockholders effective time of the Registration Statement or at the time of the Stockholders’ Meeting, Effective Time will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Registration Statement (other than will comply as to form with the portion thereof relating solely applicable requirements of the Securities Act. Notwithstanding the foregoing, neither the Parent nor Merger Sub makes any representation or warranty with respect to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on any information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, no representation or warranty is made by Parent with respect to information or statements made contained or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of ParentCompany Disclosure Documents.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries on behalf of Fisher for inclusion or incorporation by reference in (ai) the registraxxxx xtatement on Form S-4 to be filed with the SEC by Thermo Electron in connection with the issuance of Thermo Electron Common Stock in the Merger (including any amendments or supplements, the "Form S-4") will, at the time 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 (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s Fisher's stockholders or at the time of the Fisher Stockholders’ Meeting' Meetixx, contain xxxxain any untrue statement of a material fact materixx xxxt or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.123.1(e), no representation or warranty is made by Parent Fisher with respect to information or statements made or incorporated by reference xx xxxerence in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of ParentFisher.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Sub for inclusion or incorporation by reference in (ai) 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 (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders shareholders and Parent’s shareholders or at the time of the Stockholders’ Company Shareholders Meeting or 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 light of the circumstances under which they were are made, not misleading. The Form S-4 and the Joint Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, except that no representation or warranty is made by Parent or Sub with respect to information or statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of ParentStatement, as the case may be.

Information Supplied. None of the information provided in writing by Parent ETP or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time 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 (b) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to the Company’s stockholders or and 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 light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) Statement/Prospectus and the Form S-4 (other than solely with respect to the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent ETP or any of its Subsidiaries) 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 thereunderAct. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent ETP with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which Statement/Prospectus that were not specifically supplied in writing by or on behalf of ParentETP.

Information Supplied. None of the information provided supplied or to be supplied by Parent or on behalf of Buyer and its Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4 willS-4, at the time the Form S-4 it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading misleading, or (b) in the case of the Proxy Statement, at the time the Proxy Statement will, at the date it is first mailed to the Company’s stockholders or Company Stockholders, 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 light of the circumstances under which they were are made, not misleading. The Form S-4, at the time it becomes effective under the Securities Act, and the Proxy Statement (other than Statement, at the portion thereof relating solely time it is first mailed to the Company Stockholders’ Meeting) and the Form S-4 , will (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of Buyer, its officers and directors and Buyer’s Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, no No representation or warranty is made by Parent with respect hereunder as to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which that were not supplied by or on behalf of ParentBuyer, its Subsidiaries or any of their respective Representatives.”

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company’s Company and to stockholders or of Parent and at the time of the Stockholders’ Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement (other than and the portion thereof relating solely Registration Statement, each to the Stockholders’ Meeting) and the Form S-4 (extent it relates to Parent or its Subsidiaries or other than the portion thereof based on information supplied by the Company Parent for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12; provided, however, that no representation or warranty is made by Parent with respect to information or statements made therein based on information supplied by the Company specifically for inclusion or incorporated incorporation by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parenttherein.

Information Supplied. None of the information provided in writing by Parent ETP or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time 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 (b) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to the Company’s stockholders or shareholders and at the time of the StockholdersShareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) Statement/Prospectus and the Form S-4 (other than solely with respect to the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent ETP or any of its Subsidiaries) 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 thereunderAct. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent ETP with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which Statement/Prospectus that were not specifically supplied in writing by or on behalf of ParentETP.

Information Supplied. None The information supplied or to be supplied by or on behalf of the information provided by Parent or its Subsidiaries Parent, Merger Sub and Merger LLC in writing expressly for inclusion or incorporation by reference in (ai) the Form S-4 willwill not, 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 (bii) the Joint Proxy Statement willwill not, at the date it is first mailed to the Company’s stockholders shareholders or Parent’s shareholders or at the time of the Stockholders’ Company Shareholder Meeting or the Parent Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Form S-4 and the Joint Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and or the Exchange Act Act, as applicable, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12foregoing, Parent makes no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion (including by incorporation by reference) in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of ParentStatement.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 willto be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement willshall, at the date it is first mailed to the Company’s stockholders or Company Stockholders and to Parent Stockholders and at the time of the Stockholders’ Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than ; provided, however, that no representation is made by the portion thereof relating solely Company with respect to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof statements made therein based on information (i) supplied by the Company Parent or Merger Sub specifically for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent therein or any of its Subsidiaries(ii) 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 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parentthe Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of The Form S-4, the information provided by Parent or its Subsidiaries for inclusion or incorporation by reference in (a) Proxy Statement and the Form S-4 will10 to be filed with the SEC will not, at the time the Form S-4 becomes effective under the Securities Act, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting, and at the time the Form 10 becomes effective under the Securities Act, respectively, 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; provided, however, that no representation is made by Parent with respect to statements made therein based on information supplied or (b) incorporated by reference by the Company for inclusion in the Form S-4, the Proxy Statement and the Form 10. None of the information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement and Form 10 will, at the date it is first mailed to the Company’s 's stockholders or and at the time of the Stockholders’ Company Stockholders Meeting, and at the date it becomes effective, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, statement therein not misleading. The Proxy Statement (other than the portion thereof relating solely Subject to the Stockholders’ Meeting) and provisions set forth in the second preceding sentence, the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Exchange Act and the Exchange Act Securities Act, as appropriate, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parent.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance (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 (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders or Parent’s stockholders or at the time of the Stockholders’ MeetingCompany Stockholders Meeting or the Parent Stockholders Meeting (as defined in Section 6.01(e)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or Sub in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of ParentStatement.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Sub specifically for inclusion or incorporation by reference in (ai) the Form S-4 willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), 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 (bii) the Proxy Statement willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date it is first mailed to the Company’s 's stockholders or at the time of the Stockholders’ Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent or Sub with respect to information or 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 Proxy Statement which were not supplied by or on behalf of ParentS-4.

Information Supplied. None of the The information provided supplied or to be -------------------- supplied by Parent or its Subsidiaries Newco for inclusion or incorporation by reference in (a) the Form S-4 willwill not, either at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or and (b) the Proxy Statement willStatement, including any amendments and supplements thereto, will not, either at the date it is first mailed to the Company’s stockholders shareholders of ART and unitholders of NRLP or at the time times of the Stockholders’ Meeting, meetings of ART and NRLP to be held in connection with the transactions contemplated by this Agreement and the Merger Agreements contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will each comply as to form in all material respects with all applicable laws, including the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12Act, except that no representation or warranty is made by Parent Newco with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by ART or on behalf of ParentNRLP for inclusion therein.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 willS-4, will (except to the extent revised or superseded by amendments or supplements), at the time the Form S-4 is filed with the SEC, or will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (bii) the Proxy Information Statement willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date it time the Information Statement is first mailed to stockholders of 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 made therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent or Merger Sub with respect to information or statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of ParentS-4.

Information Supplied. None of the The information provided supplied or to be supplied by Parent or its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 willshall not, at the time the Form S-4 becomes is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time of the Stockholders’ MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The information supplied or to be supplied by Parent for inclusion in the Proxy Statement Statement/Prospectus will not, at the time the Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (other than solely with respect to the portion thereof relating solely based on information supplied or to the Stockholders’ Meeting) and the Form S-4 (other than the be supplied by Parent for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion or incorporation by reference therein, with respect to which no representation or warranty is made by Parent or any of its SubsidiariesParent) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of ParentAct.

Information Supplied. None of the information provided supplied or to be supplied by Parent or on behalf of the Company or its Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4 willS-4, at the time the Form S-4 it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading misleading, or (b) in the case of the Proxy Statement, at the time the Proxy Statement will, at the date it is first mailed to the Company’s stockholders or Company Stockholders, 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 light of the circumstances under which they were are made, not misleading. The Form S-4, at the time it becomes effective under the Securities Act, and the Proxy Statement (other than Statement, at the portion thereof relating solely time it is first mailed to the Company Stockholders’ Meeting) and the Form S-4 , will (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of the Company, its officers and directors and the Company’s Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, no No representation or warranty is made by Parent with respect hereunder as to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which that were not supplied by or on behalf of Parentthe Company, its Subsidiaries or any of their respective Representatives.”

Information Supplied. None of the information provided by Parent or its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 will, at the time 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 misleading, or (b) 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 light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Company Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.125.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parent.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time 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 therein, in light of the circumstances under which they were made, not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company’s stockholders Company 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 light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement (other than the portion thereof relating solely Statement, insofar as it relates to the Stockholders’ Meeting) Parent or its Subsidiaries or other information supplied by the Parent for inclusion therein, and the Form S-4 (S-4, other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) Parent, will each comply as to form in all material respects with the requirements provisions of the Securities Exchange Act and the Exchange Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parent.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Sub for inclusion or incorporation by reference in (ai) 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 39 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 (bii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the Company’s 's shareholders or Parent's stockholders or at the time of the Stockholders’ Shareholders Meeting or the Parent's Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Form S-4 and the Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, except that no representation or warranty is made by Parent or Sub with respect to information or 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 Proxy Statement which were not supplied by or on behalf of ParentStatement.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Sub specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time 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 (b) the Proxy Statement will, at on the date it is first mailed to the Company’s stockholders holders of Company Common Stock or at the time of the Stockholders’ MeetingMeeting 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 therein, in light of the circumstances under which they were are made, not misleading. The If, at any time prior to the Meeting Date, any event with respect to Parent or Sub, or with respect to information supplied by Parent or Sub specifically for inclusion in the Proxy Statement (Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, such event shall be so described to the Company. All documents that Parent or Sub is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the portion thereof relating solely SEC will comply in all material respects with the provisions of applicable law as to the Stockholders’ Meeting) information required to be contained therein. Notwithstanding the foregoing, Parent and Sub make no representation or warranty with respect to the Form S-4 (other than the portion thereof based on information supplied or to be supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of ParentStatement.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 willF-4, will (except to the extent revised or superseded by amendments or supplements), at the time the Form S-4 F-4 is filed with the SEC, or will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (bii) the Proxy Statement willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date it time 32 38 the Proxy Statement is first mailed to stockholders of the Company’s stockholders or Company and at the time of the Stockholders’ MeetingCompany Stockholders Meeting (including any adjournments or postponements thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) F-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 4.12, except that no representation or warranty is made by Parent or Merger Sub with respect to information or statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of ParentF-4.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Sub for inclusion or incorporation by reference in (ai) 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 (bii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the Company’s 's shareholders or Parent's stockholders or at the time of the Stockholders’ Shareholders Meeting or the Parent's Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Form S-4 and the Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, except that no representation or warranty is made by Parent or Sub with respect to information or 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 Proxy Statement which were not supplied by or on behalf of ParentStatement.

Information Supplied. None of the The information provided supplied or to be supplied by Parent or its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 willshall not, at the time the Form S-4 becomes is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time of the Stockholders’ MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent with respect to information or statements made therein based on information supplied by the Company or incorporated its Representatives in writing expressly for inclusion therein. The information supplied or to be supplied by reference Parent or its Representatives for inclusion in the Form S-4 Joint Proxy Statement/Prospectus shall not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the 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 Proxy Statement statements therein, in light of the circumstances under which were they are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by or on behalf of Parentthe Company in writing expressly for inclusion therein.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries the Company for inclusion or incorporation by reference in (a) the Form S-4 will, at the time 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 (b) the Proxy Statement will, at the date it is first mailed to the Company’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 were are made, not misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting, and (b) the S-4 Registration Statement will, at the time the S-4 Registration Statement is filed with the SEC, or 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, in the light of the circumstances under which they are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 in this Section 4.123.06, no representation or warranty is made by Parent the Company with respect to information or statements made or incorporated by reference in the Form Proxy Statement and/or the S-4 Registration Statement based on information supplied by Parent, Merger Sub or any of their representatives expressly (or conspicuously on its face) for inclusion or incorporation by reference in the Proxy Statement which were not supplied by or on behalf of Parentand/or the S-4 Registration Statement.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in connection with the Merger (the "Form S-4") will, at the time the Form S-4 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 (bii) the Proxy Statement will, at the date it is first mailed to the Company’s 's shareholders or Parent's stockholders or at the time of the Stockholders’ MeetingCompany Shareholders Meeting (as defined in Section 6.01) or the Parent Stockholders Meeting (as defined in Section 6.01), 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 light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or Sub for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of ParentStatement.

Information Supplied. None of the information provided included or incorporated by Parent reference in the Schedule 14D-9, the Information Statement, the Proxy Statement and other documents to be filed with the SEC or its Subsidiaries any other Governmental Entity in connection with the transactions contemplated hereby (such other documents, the “Other Filings”), including any amendments or supplements thereto, and none of the information supplied or to be supplied in writing by, or on behalf of, the Company specifically for inclusion or incorporation by reference in (a) the Form S-4 willOffer Documents shall, at the respective times filed with the SEC or such other Governmental Entity or first published, sent or given to the Stockholders of the Company, and, in addition, in the case of the Proxy Statement, at the time 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 (b) the such Proxy Statement will, at the date it or any amendment or supplement thereto is first mailed to the Company’s stockholders or Stockholders and at the time of the Stockholders’ MeetingMeeting and 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 were are made, not misleading. The Proxy Statement (other than , except that no representation or warranty is made by the portion thereof relating solely Company with respect to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof statements made or incorporated by reference therein based on information supplied by by, or on behalf of, Stockholders of the Company for inclusion or incorporation by reference thereinCompany, with respect to which no representation is made by Parent or Sub. The Schedule 14D-9, the Information Statement, the Proxy Statement and the Other Filings to be filed with the SEC in connection with the Offer and the Merger, and any of its Subsidiaries) amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parentother applicable Law.

Information Supplied. None of The information supplied or to be supplied by the information provided Company for inclusion in the registration statement on Form S-4 to be filed by Parent or its Subsidiaries for inclusion or incorporation by reference in connection with the Share Issuance (athe “Form S-4”) the Form S-4 willshall not, at the time the Form S-4 becomes is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time of the Stockholders’ MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, except that no representation or warranty is made by Parent the Company with respect to information or statements made therein based on information supplied by Parent or incorporated its Representatives in writing expressly for inclusion therein. The information supplied or to be supplied by reference the Company for inclusion in the joint proxy statement/prospectus included in the Form S-4 (the “Joint Proxy Statement/Prospectus”) will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the 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 Proxy Statement statements therein, in light of the circumstances under which were they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or on behalf of Parentits Representatives in writing expressly for inclusion therein.

Information Supplied. No representation or warranties by the Buyer or the Newco in this Agreement (as modified by the Buyer Disclosure Schedule) or the Additional Agreements (a) contains or will contain any untrue statement of material fact or (b) omits or will omit to state, when read in conjunction with all of the information contained in this Agreement, the Buyer Disclosure Schedule and the Additional Agreements, any fact necessary to make the statements or facts contained therein not materially misleading. None of the information provided supplied or to be supplied by Parent the Buyer or its Subsidiaries the Newco expressly for inclusion or incorporation by reference in: (i) in any Current Report on Form 8-K, and any exhibits thereto or any report, form, registration or other filings made with any Governmental Authority with respect to the Transactions, (aii) solicitation documents, (iii) in the Form S-4 willmailings or other distributions to Company or the Buyer stockholders and/or prospective investors with respect to the consummation of the Transactions, at (iv) or press release in connection with the time Transactions, or in any amendment to any documents identified in clauses (i) through (iv) will when filed, made available, mailed or distributed, as the Form S-4 becomes effective under the Securities Actcase may be, contain any untrue statement of a material fact fact, or omit to state state, when read in conjunction with all of the information contained in this Agreement, the Buyer Disclosure Schedule and the Additional Agreements, any material fact required to be stated therein or necessary to make the statements or facts contained therein not misleading or (b) 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 light of the circumstances under which they were made, not materially misleading. The Proxy Statement (other than Notwithstanding the portion thereof relating solely to foregoing, the Stockholders’ Meeting) Buyer and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion Newco make no representations or incorporation by reference therein, warranties with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parentthe Company.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Steel specifically for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading misleading, or (bii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to the CompanySteel’s stockholders or at the time of the Stockholders’ Steel Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) Form S-4 and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will Proxy Statement/Prospectus shall 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 Steel with respect to statements made or incorporated by reference therein based on information supplied by Copper specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 4.124.6, no representation or warranty is made by Parent Steel with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which Statement/Prospectus that were not specifically supplied by or on behalf of ParentSteel.

Information Supplied. (a) None of the information provided supplied or to be supplied by Parent or its Subsidiaries Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 will, F-4 will at the time the Form S-4 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 (bii) the Proxy Statement will, at on 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 light of the circumstances under which they were made, not misleading. The Form F-4 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 of the SEC thereunder. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference in the Proxy Statement (other than the portion thereof or Form F-4 relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof Company or based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf of Parent.

Information Supplied. None of the information provided to be supplied by Parent the Company or its Subsidiaries Representatives specifically for inclusion or incorporation by reference in the S-4 Registration Statement (aas defined below) or the Form S-4 Proxy Statement/Prospectus will, at the time the Form S-4 becomes Registration Statement is declared effective under by the Securities Act, contain any untrue statement of a material fact SEC or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Proxy Statement will, at on the date it the proxy Statement/Prospectus is first mailed to the Company’s stockholders holders of the Company Common Stock or at the time of the Stockholders’ meeting of the Company’s shareholders to consider the Merger (the “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 light of the circumstances under which they were are made, not misleading. The Proxy Statement (other than the portion thereof relating solely If at any time prior to the Stockholders’ Meeting) and date of the Form S-4 (other than Company Shareholders Meeting any event with respect to the portion thereof based on Company or any Company Subsidiary, or with respect to information supplied by the Company specifically for inclusion in the S-4 Registration Statement or the Proxy Statement/Prospectus, shall occur which is required to be described in an amendment of, or supplement to, the S-4 Registration Statement or the Proxy Statement/Prospectus, such event shall be so described by the Company and provided to Parent. All documents that the Company is responsible for filing with any Governmental Agency will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or its Representatives for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) 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 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 Registration Statement or the Proxy Statement which were not supplied by or on behalf of ParentStatement/Prospectus.

Information Supplied. None of the information provided supplied or to be supplied by Parent or its Subsidiaries Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 will, will at the time the Form S-4 is filed with the 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 (bii) the Proxy Statement will, will at the date it is first mailed to the Company’s stockholders or shareholders and at the time of the Stockholders’ Meeting, 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, therein in light of the circumstances under which they were made, are made not misleading. The Proxy Statement S-4 (other than the portion except for such portions thereof relating solely that relate to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply with the provisions of the Exchange Act and the rules and regulations thereunder. The S-4 will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12foregoing, Parent makes no representation representation, warranty or warranty is made by Parent covenant with respect to any information supplied or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not required to be supplied by the Company which is contained in or on behalf omitted from any of Parentthe foregoing documents.

Information Supplied. None of the The information provided supplied by Parent or its Subsidiaries Buyer specifically for inclusion or incorporation by reference in the Permit Application (aeach as defined in Section 5.8) the Form S-4 will, shall not at the time such Permit Application is filed with the Form S-4 becomes effective under Department of Corporations (as defined in Section 5.8), as applicable, at any time such Permit Application is amended or supplemented, and at the Securities Act, time such Permit Application is approved by the Department of Corporations 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 (b) 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 light of the circumstances under which they were made, therein not misleading. The Proxy Statement (other than the portion thereof relating solely to the Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company Parent or Buyer specifically for inclusion in the Proxy Materials (as defined in Section 5.8) to be sent to the Seller Stockholders shall not, on the date the Proxy Materials is first mailed to the Seller Stockholders and at the time of the meeting of the Seller Stockholders held to vote on the approval the transactions contemplated by this Agreement, contain any untrue statement of material fact or incorporation by reference therein, omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to which no representation is made by Parent the solicitation of proxies or any of its Subsidiaries) will comply as to form in all material respects with consents for the requirements approval of the Securities Act and the Exchange Act and the rules and regulations promulgated thereundertransactions contemplated by this Agreement which has become false or misleading. Notwithstanding the foregoing provisions of this Section 4.12foregoing, Parent and Buyer make no representation representations or warranty is made by Parent warranties with respect to any information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by or on behalf Seller which is contained in any of Parentthe foregoing documents.