Common use of By RW and Newco Clause in Contracts

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaPennsylvania; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaMichigan; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct:warranties (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaConnecticut; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaNew York; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaOhio; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaTennessee; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaNevada; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaWashington; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaMissouri; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaTexas; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.

By RW and Newco. RW and Newco jointly and severally represent and warrant to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the IPO Closing Date, true and correct: (a) Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of IndianaGeorgia; (b) except as disclosed in the Private Placement Memorandum, no Derivative Securities of Newco are outstanding; (c) Newco has been organized for the sole purpose of participating in the Merger and has not, and will not, engage in any activities other than those necessary to effectuate the Merger; (d) except for shares of RW Common Stock to be publicly sold in the IPO and as disclosed in the Private Placement Memorandum or preliminary prospectus, neither RW nor Newco is a party to any agreement or other arrangement for the disposition of any shares of RW Common Stock; and (e) the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.