Common use of Certain Information Clause in Contracts

Certain Information. Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser Merger Sub with respect to any information supplied or to be supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser Merger Sub in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 14D-9, the information statement required under Rule 14f-1 of the Exchange Act or the Proxy Statement will, at the respective times the Schedule 14D-9 14D-9, the information statement required under Rule 14f-1 of the Exchange Act and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or PurchaserMerger Sub, or with respect to any information supplied by Parent or Purchaser Merger Sub for inclusion in the Schedule 14D-9 14D-9, the information statement required under Rule 14f-1 of the Exchange Act or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser Merger Sub shall so describe the event to the Company.

Certain Information. Subject to the CompanyParent's and Merger Sub's fulfillment of its their respective obligations hereunder with respect thereto, the Offer Documents Schedule 14D-9 and the Proxy Statement will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and neither the Offer Documents will notSchedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser Company with respect to any information supplied or to be supplied by the Company Parent or Merger Sub in writing for inclusion in, or with respect to the Company Parent or Merger Sub information derived from the CompanyParent's public SEC filings which is included or incorporated by reference in in, the Offer DocumentsSchedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied by Parent or Purchaser Company in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Offer Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Offer Documents are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or PurchaserCompany, or with respect to any information supplied by Parent or Purchaser Company for inclusion in any of the Schedule 14D-9 or the Proxy StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Offer Documents, Parent or Purchaser Company shall so describe the event to the CompanyParent.

Certain Information. Subject None of the information supplied or to the Company's fulfillment be supplied by Parent or any of its obligations hereunder Subsidiaries for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement is declared effective by the SEC (or, with respect theretoto any post-effective amendment or supplement, at the Offer Documents will time such post-effective amendment or supplement becomes effective) and at the time of the Parent Stockholders Meeting, contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements light of the Exchange Act and any other applicable lawcircumstances under which they are made, and not misleading. The information supplied or to be supplied by Parent or its Representatives for inclusion in the Offer Documents Joint Proxy Statement/Prospectus will not, at the respective times they are filed time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of Parent and at the time of any meeting of Parent stockholders to be held in connection with the SEC or published, sent or given to the Company's stockholdersMergers, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by . The Registration Statement and the Company in writing for inclusion in, or Joint Proxy Statement/Prospectus (solely with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the portion thereof based on information supplied or to be supplied by Parent or Purchaser its Representatives for inclusion therein, but excluding any portion thereof based on information supplied by the Company or incorporation its Representatives in writing expressly for inclusion therein, with respect to which no representation or warranty is made by reference in, or which may be deemed Parent) will comply as to be incorporated by reference in, form in all material respects with the Schedule 14D-9 or provisions of the Proxy Statement will, at the respective times the Schedule 14D-9 Securities Act and the Proxy Statement are Exchange Act and the rules and regulations promulgated thereunder. The information relating to Parent and its Subsidiaries which is provided by Parent or its Representatives in any document filed with the SEC or published, sent or given to the Company's stockholders, any Gaming Authorities in connection herewith shall not 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. If at any time prior to Notwithstanding the Effective Time any event with respect to foregoing, the Parent Entities make no representation or Purchaser, or warranty with respect to any information supplied by Parent the Company or Purchaser any of its Representatives for inclusion or incorporation by reference in the Schedule 14D-9 Registration Statement or the Joint Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company/Prospectus.

Certain Information. Subject to the Company's fulfillment of ------------------- its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject to The Schedule 14D-9 and the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents Proxy Statement will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and neither the Offer Documents will notSchedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser the Company with respect to any information supplied by the Company Parent or Purchaser in writing for inclusion in, or with respect to the Company Parent or Purchaser information derived from the CompanyParent's public SEC filings which is included or incorporated by reference in in, the Offer DocumentsSchedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied by Parent or Purchaser the Company in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Offer Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Offer Documents are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaserthe Company, or with respect to any information supplied by Parent or Purchaser the Company in writing for inclusion in any of the Schedule 14D-9 or the Proxy StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Offer Documents, Parent or Purchaser the Company shall so describe the event to the CompanyParent.

Certain Information. Subject (a) When the Registration Statement (as defined in Section 6.4) to be filed with the Commission by Jacor pursuant to Section 6.4 hereof or any post-effective amendment thereto shall become effective, and at all times subsequent to such effectiveness up to and including the Effective Time, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished by Premiere relating to Premiere or its Subsidiaries, shall, if Premiere has approved the contents and presentation of such information (such consent to be conclusively presumed to have been given if the prospectus referred to in Section 6.4 in such Registration Statement is identical to the Company's fulfillment of its obligations hereunder with respect theretoInformation Statement(as defined below), the Offer Documents will contain (or will be amended in a timely manner so comply as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform form in all material respects with the requirements provisions of all applicable securities laws. Any written information supplied or to be supplied by Premiere specifically for inclusion in the Exchange Act and any other applicable law, and the Offer Documents Registration Statement will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, not 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, were made not misleading; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. . (b) None of the information supplied or to be supplied by Parent or Purchaser Premiere for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, in the Schedule 14D-9 or the Proxy Information Statement will(as defined in Section 6.4) shall, at the respective times the Schedule 14D-9 and the Proxy Statement are time such document is filed with the SEC or published, sent or given Commission and when it is first mailed to the Company's stockholdersstockholders of Premiere, contain be false or misleading with respect to any untrue statement of a material fact 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. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur occurs of which Premiere has knowledge and which is required to be described in an the Information Statement or any supplement or amendment ofthereto, or Premiere will file and disseminate, as required, a supplement toor amendment which complies as to form in all material respects with the provisions of all applicable securities laws. Prior to its filing with the Commission, such document, Parent the Information Statement and each amendment or Purchaser supplement thereto shall so describe be delivered to Jacor and its counsel. (c) All documents that Premiere is responsible for filing with the event Commission or any other Governmental Authority in connection with the transactions contemplated hereby shall comply as to form in all material respects with the Companyprovisions of applicable law and the applicable rules and regulations thereunder.

Certain Information. Subject (a) When the Information Statement (as defined in Section 6.4) to be filed with the Commission by Premiere pursuant to Section 6.4 hereof or any amendment or supplement thereto, shall be mailed to Premiere's stockholders, and at all times subsequent thereto up to and including the Effective Time, such Information Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished by Jacor relating to Jacor or its Subsidiaries, shall, if Jacor has approved the contents and presentation of such information (such consent to be conclusively presumed to have been given if the prospectus included in the Registration Statement (as defined below) is identical to the Company's fulfillment of its obligations hereunder with respect theretoInformation Statement), the Offer Documents will contain (or will be amended in a timely manner so comply as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform form in all material respects with the requirements provisions of all applicable securities laws. Any written information supplied or to be supplied by Jacor specifically for inclusion in the Exchange Act and any other applicable law, and the Offer Documents Information Statement will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, not 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, were made not misleading; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. . (b) None of the information supplied or to be supplied by Parent or Purchaser Jacor for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, in the Schedule 14D-9 or the Proxy Registration Statement will(as defined in Section 6.4) shall, at the respective times the Schedule 14D-9 and the Proxy time such Registration Statement are or any post-effective amendment thereto is filed with the SEC Commission or publishedshall become effective, sent and at all times subsequent thereto up to and including the Effective Time, be false or given misleading with respect to the Company's stockholdersany material fact, 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. If at any time prior to the Effective Time Time, any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur occurs of which Jacor has knowledge which is required to be described in an the Registration Statement or any supplement or amendment ofthereto, or Jacor will file and disseminate, as required, a supplement toor amendment which complies as to form in all material respects with the provisions of all applicable securities laws. Prior to its filing with the Commission, such document, Parent the Registration Statement and each amendment or Purchaser supplement thereto shall so describe be delivered to Premiere and its counsel. All documents that Jacor is responsible for filing with the event Commission or any other Governmental Authority in connection with the transactions contemplated hereby shall comply as to form in all material respects with the Companyprovisions of applicable law and the applicable rules and regulations thereunder.

Certain Information. Subject to the Company's fulfillment Corporation’s fulfilment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act Securities Laws and the rules and regulations thereunder and any other applicable law Corporate Laws and will conform in all material respects with the requirements of the Exchange Act Securities Laws and any other applicable lawCorporate Laws, and the Offer Documents will not, at the respective times time they are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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; provided, however, that no representation or warranty is hereby made by the Parent or Purchaser and Offeror with respect to any information supplied or to be supplied by or on behalf of the Company Corporation or Offeror in writing for inclusion in, or with respect to the Company Corporation information derived from the Company's Corporation’s public SEC filings which is included or incorporated by reference in in, the Offer Documents. None of the information supplied or to be supplied by the Parent or Purchaser Offeror in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Recommendation Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Recommendation Documents are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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 are made, not misleading. If at any time prior to the Effective Expiry Time any event with respect to the Parent or PurchaserOfferor, or with respect to any information supplied by the Parent or Purchaser Offeror for inclusion in any of the Schedule 14D-9 or the Proxy StatementRecommendation Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Recommendation Documents, the Parent or Purchaser Offeror shall so describe the event to the CompanyCorporation.

Certain Information. Subject None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Company's fulfillment Proxy Statement will (a) contain any untrue statement of its obligations hereunder with respect thereto, the Offer Documents will contain (a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein not misleading, or (b) on the rules and regulations thereunder and any other applicable law and will conform in all material respects with date such Proxy Statement is first mailed to the requirements stockholders of the Exchange Act and any other applicable lawCompany, and the Offer Documents will not, or at the respective times they are filed with time of the SEC or published, sent or given to the Company's 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 are made, not misleading; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the Effective Time extent relating to Parent, Merger Sub or any event other Subsidiary of Parent or other information supplied by or on behalf of Parent, Merger Sub or any other Subsidiary of Parent for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. Notwithstanding the foregoing provisions of this Section 4.6, no representation or warranty is made by Parent or Merger Sub with respect to information or statements made or incorporated by reference in any document filed with the SEC or any other Governmental Entity as contemplated hereby, which information or statements were not supplied by or on behalf of Parent or Purchaser, Merger Sub or with respect to any were based upon information supplied by to Parent or Purchaser for inclusion in the Schedule 14D-9 Merger Sub by or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to on behalf of the Company.

Certain Information. Subject to the Company's fulfillment Parent’s and Offeror’s fulfilment of its their respective obligations hereunder with respect thereto, the Offer Recommendation Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act Securities Laws and the rules and regulations thereunder and any other applicable law Corporate Laws and will conform in all material respects with the requirements of the Exchange Act Securities Laws and any other applicable lawCorporate Laws, and the Offer Recommendation Documents will not, at the respective times time they are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser on behalf of the Corporation with respect to any information supplied or to be supplied by the Company Parent or Offeror in writing for inclusion in, or with respect to the Company Parent or Offeror information derived from the Company's Parent’s public SEC filings which is included or incorporated by reference in in, the Offer Recommendation Documents. None of the information supplied or to be supplied by Parent or Purchaser the Corporation in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Offer Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Offer Documents are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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 are made, not misleading. If at any time prior to the Effective Expiry Time any event with respect to Parent or Purchaserthe Corporation, or with respect to any information supplied by Parent or Purchaser the Corporation for inclusion in any of the Schedule 14D-9 or the Proxy StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Offer Documents, Parent or Purchaser the Corporation shall so describe the event to the CompanyParent.

Certain Information. Subject None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Company's fulfillment Proxy Statement will (a) contain any untrue statement of its obligations hereunder with respect thereto, the Offer Documents will contain (a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein not misleading, or (b) on the rules and regulations thereunder and any other applicable law and will conform in all material respects with date such Proxy Statement is first mailed to the requirements stockholders of the Exchange Act and any other applicable lawCompany, and the Offer Documents will not, or at the respective times they are filed with time of the SEC or published, sent or given to the Company's 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 are made, not misleading; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior All documents that Xxxxxx is responsible for filing with the SEC in connection with the transactions contemplated herein, to the Effective Time extent relating to Parent, Merger Sub or any event other Subsidiary of Parent or other information supplied by or on behalf of Parent, Merger Sub or any other Subsidiary of Parent for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. Notwithstanding the foregoing provisions of this Section 4.6, no representation or warranty is made by Parent or Merger Sub with respect to information or statements made or incorporated by reference in any document filed with the SEC or any other Governmental Entity as contemplated hereby, which information or statements were not supplied by or on behalf of Parent or Purchaser, Merger Sub or with respect to any were based upon information supplied by to Parent or Purchaser for inclusion in the Schedule 14D-9 Merger Sub by or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to on behalf of the Company.

Certain Information. Subject to the Company's fulfillment Corporation’s fulfilment of its obligations hereunder under the Support Agreement with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act Securities Laws and the rules and regulations thereunder and any other applicable law Corporate Laws and will conform in all material respects with the requirements of the Exchange Act Securities Laws and any other applicable lawCorporate Laws, and the Offer Documents will not, at the respective times time they are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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; provided, however, that no representation or warranty is hereby made by the Parent or Purchaser and Offeror with respect to any information supplied or to be supplied by or on behalf of the Company Corporation or Offeror in writing for inclusion in, or with respect to the Company Corporation information derived from the Company's Corporation’s public SEC filings which is included or incorporated by reference in in, the Offer Documents. None of the information supplied or to be supplied by or on behalf of the Parent or Purchaser Offeror in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Recommendation Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Recommendation Documents are filed with the SEC or published, sent or given to the Company's stockholdersStockholders, 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 are made, not misleading. If at any time prior to the Effective Expiry Time any event with respect to the Parent or PurchaserOfferor, or with respect to any information supplied by the Parent or Purchaser Offeror for inclusion in any of the Schedule 14D-9 or the Proxy StatementRecommendation Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Recommendation Documents, the Parent or Purchaser Offeror shall so describe the event to the CompanyCorporation.

Certain Information. Subject (a) When the Registration Statement or any post-effective amendment thereto shall become effective, and at times subsequent to such effectiveness up to and including the Company's fulfillment of its obligations hereunder with respect Effective Time, the Registration Statement and all amendments or supplements thereto, the Offer Documents will contain (or will be amended in a timely manner so shall comply as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform form in all material respects with the requirements provisions of all applicable securities laws. If at any time prior to the Exchange Act Effective Time any event occurs which should be described in the Registration Statement or any supplement or amendment thereto, Acquiror will file and disseminate, as required, a supplement or amendment which complies as to form in all material respects with the provisions of all applicable securities laws. Prior to its filing with the SEC, the Registration Statement and each amendment or supplement thereto shall be delivered to the Company and its counsel. With respect to any other applicable lawinformation supplied by Acquiror, and the Offer Documents Registration Statement will not, at the respective times they are filed with time the SEC or published, sent or given prospectus included therein is mailed to shareholders of the Company's stockholders, and 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 are were made, not misleading; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. . (b) None of the information supplied or to be supplied by Parent Acquiror or Purchaser Sub for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, in the Schedule 14D-9 or the Proxy Information Statement willshall, at the respective times the Schedule 14D-9 and the Proxy Statement are time such document is filed with the SEC or published, sent or given when it is first mailed to the shareholders of the Company's stockholders, contain be false or misleading with respect to any untrue statement of a material fact 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. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.,

Certain Information. Subject to the Company's fulfillment of its ------------------- obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject (a) When the Registration Statement (as defined in Section 6.4) to be filed with the SEC by Acquiror pursuant to Section 6.4 hereof or any post-effective amendment thereto shall become effective, and at all times subsequent to such effectiveness up to and including the Effective Time, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished by the Company relating to the Company's fulfillment of Company or its obligations hereunder with respect theretoSubsidiaries, the Offer Documents will contain (or will be amended in a timely manner so shall comply as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform form in all material respects with the requirements provisions of all applicable securities laws. Any written information supplied or to be supplied by the Exchange Act and any other applicable law, and Company specifically for inclusion in the Offer Documents Registration Statement will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, not 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, were made not misleading; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. . (b) None of the information supplied or to be supplied by Parent or Purchaser the Company for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, in the Schedule 14D-9 or the Proxy Information Statement will(as defined in Section 6.4) shall, at the respective times the Schedule 14D-9 and the Proxy Statement are time such document is filed with the SEC or published, sent or given and when it is first mailed to the shareholders of the Company's stockholders, contain be false or misleading with respect to any untrue statement of a material fact 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. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur occurs which is required to should be described in an the Information Statement or any supplement or amendment ofthereto, or the Company will file and disseminate, as required, a supplement toor amendment which complies as to form in all material respects with the provisions of all applicable securities laws. Prior to its filing with the SEC, such document, Parent the Information Statement and each amendment or Purchaser supplement thereto shall so describe be delivered to Acquiror and its counsel. All documents that the event Company is responsible for filing with the SEC or any other Governmental Authority in connection with the transactions contemplated hereby shall comply as to form in all material respects with the Companyprovisions of applicable law and the applicable rules and regulations thereunder.

Certain Information. Subject None of the information supplied or to the Company's fulfillment of its obligations hereunder with respect theretobe supplied by Public, Superholdings or Merger Sub in written form specifically for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Offer Documents will Form S-4 or the Form S-1 will, at the time the Form S-4 or Form S-1, as applicable, is filed with the SEC, at any time that such form is amended or supplemented and at the time it becomes effective under the Securities Act, contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein in accordance with or necessary to make the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements statements therein not misleading. None of the Exchange Act and any other applicable lawinformation supplied or to be supplied by Public, and Superholdings or Merger Sub in written form specifically for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Offer Documents will notProxy Statement will, at the respective times they are time it is filed with the SEC SEC, at any time that it is amended or publishedsupplemented, sent or given at the time it is mailed to the Company's stockholdersholders of Public Stock and at the time of the Public Stockholders Meeting and, if it is mailed to the Members, at the time it is mailed to the Members and at the time of the Members Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, however, except that no representation or warranty is hereby made by Parent Public, Superholdings or Purchaser Merger Sub with respect to any statements made or incorporated by reference therein based on information supplied by the Company in writing LLC Parties or other parties to Sister Agreements specifically for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents The Schedule 14D–9 will not, at the respective times they are time it (and any amendment or supplement thereto) is first filed with the SEC SEC, amended or supplemented or first published, sent distributed or given disseminated to the Company's ’s stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, contain any untrue misleading 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 are made, not false or misleading. If at , or, omit to state any time prior material fact required to the Effective Time be stated therein or necessary to correct any event statement in any earlier communication with respect to Parent the Offer or Purchaserthe Merger which has become false or misleading. The Schedule 14D–9, including any amendment or supplement thereto, will, comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied statements included or incorporated by Parent or Purchaser for inclusion reference in the Schedule 14D-9 14D–9 based on information supplied in writing by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein. None of the Proxy Statementinformation supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, shall occur which is at the respective times they are first (and any amendment or supplement thereto) filed with the SEC, amended or supplemented or first published, distributed or disseminated to the Company’s stockholders, contain any untrue or misleading statement of a material fact or omit to state any material fact required to be described stated therein or necessary to make the statements therein, in an amendment oflight of the circumstances under which they are made, not false or a supplement tomisleading, such documentor, Parent omit to state any material fact required to be stated therein or Purchaser shall so describe the event necessary to correct any statement in any earlier communication with respect to the CompanyOffer or the Merger which has become false or misleading.

Certain Information. Subject (a) None of the information supplied or to be supplied by UbiquiTel, specifically for inclusion or incorporation by reference in, or which may be deemed to be in incorporated by reference in, any registration statement filed or to be filed with the Company's fulfillment of its obligations hereunder with respect theretoSEC, at any time that it is amended or supplemented and at the Offer Documents time it becomes effective under the Securities Act, contained or will contain (any untrue statement of a material fact or omitted or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein in accordance with or necessary to make the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements statements therein not misleading. (b) None of the Exchange Act and any other applicable lawinformation supplied or to be supplied by UbiquiTel specifically for inclusion or incorporation by reference in, and or which may be deemed to be in incorporated by reference in (i) the Offer Documents will notResale Registration Statement will, at the respective times they are time the Resale Registration Statement is filed with the SEC SEC, at any time that it is amended or publishedsupplemented, sent and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the time it is filed with the SEC, at any time that it is amended or supplemented, at the time it is mailed to the Company's stockholders, holders of UbiquiTel Stock and at the time of the UbiquiTel 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 are made, not misleading; provided. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, however, except that no representation or warranty is hereby made by Parent or Purchaser UbiquiTel with respect to any statements made or incorporated by reference therein based on information supplied by the Company in writing LLC Parties specifically for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject to the CompanyParent's and Purchaser's ------------------- fulfillment of its their respective obligations hereunder with respect thereto, the Offer Documents Schedule 14D-9 and the Proxy Statement will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and neither the Offer Documents will notSchedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; provided, however, that no representation or warranty is hereby made by Parent or Purchaser Company with respect to any information supplied by the Company Parent or Purchaser in writing for inclusion in, or with respect to the Company Parent or Purchaser information derived from the CompanyParent's public SEC filings which is included or incorporated by reference in in, the Offer DocumentsSchedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied by Parent or Purchaser Company for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Offer Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Offer Documents are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or PurchaserCompany, or with respect to any information supplied by Parent or Purchaser Company for inclusion in any of the Schedule 14D-9 or the Proxy StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Offer Documents, Parent or Purchaser Company shall so describe the event to the CompanyParent.

Certain Information. Subject to The Schedule 14D-9 and the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents Proxy Statement will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and neither the Offer Documents will notSchedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; providedPROVIDED, howeverHOWEVER, that no representation or warranty is hereby made by Parent or Purchaser the Company with respect to any information supplied by the Company Parent or Purchaser in writing for inclusion in, or with respect to the Company Parent or Purchaser information derived from the CompanyParent's public SEC filings which is included or incorporated by reference in in, the Offer DocumentsSchedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied by Parent or Purchaser the Company in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Schedule 14D-9 or the Proxy Statement Offer Documents will, at the respective times the Schedule 14D-9 and the Proxy Statement Offer Documents are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaserthe Company, or with respect to any information supplied by Parent or Purchaser the Company in writing for inclusion in any of the Schedule 14D-9 or the Proxy StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, such documentany of the Offer Documents, Parent or Purchaser the Company shall so describe the event to the CompanyParent.

Certain Information. Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the Exchange Act and any other applicable law, and the Offer Documents will not, at the respective times they are filed with the SEC or published, sent or given to the Company's stockholders, 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; providedPROVIDED, howeverHOWEVER, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject (a) None of the information supplied or to be supplied by UbiquiTel, specifically for inclusion or incorporation by reference in, or which may be deemed to be in incorporated by reference in, any registration statement filed or to be filed with the Company's fulfillment of its obligations hereunder with respect theretoSEC, at any time that it is amended or supplemented and at the Offer Documents time it becomes effective under the Securities Act, contained or will contain (any untrue statement of a material fact or omitted or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein in accordance with or necessary to make the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements statements therein not misleading. (b) None of the Exchange Act and any other applicable lawinformation supplied or to be supplied by UbiquiTel specifically for inclusion or incorporation by reference in, and or which may be deemed to be in incorporated by reference in (i) the Offer Documents will notregistration statements on Form S-4 or Form S-1 will, at the respective times they are time the Form S-4 or the Form S-1 is filed with the SEC SEC, at any time that it is amended or publishedsupplemented, sent and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or given omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the time it is filed with the SEC, at any time that it is amended or supplemented, at the time it is mailed to the Company's stockholders, holders of UbiquiTel Stock and at the time of the UbiquiTel 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 are made, not misleading; provided. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, however, except that no representation or warranty is hereby made by Parent or Purchaser UbiquiTel with respect to any statements made or incorporated by reference therein based on information supplied by the Company in writing LLC Parties specifically for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, 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 are made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company.

Certain Information. Subject (a) When the Registration Statement or any post-effective amendment thereto shall become effective, and at times subsequent to such effectiveness up to and including the Company's fulfillment of its obligations hereunder with respect Effective Time, the Registration Statement and all amendments or supplements thereto, the Offer Documents will contain (or will be amended in a timely manner so shall comply as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform form in all material respects with the requirements provisions of all applicable securities laws. If at any time prior to the Exchange Act Effective Time any event occurs which should be described in the Registration Statement or any supplement or amendment thereto, Acquiror will file and disseminate, as required, a supplement or amendment which complies as to form in all material respects with the provisions of all applicable securities laws. Prior to its filing with the SEC, the Registration Statement and each amendment or supplement thereto shall be delivered to the Company and its counsel. With respect to any other applicable lawinformation supplied by Acquiror, and the Offer Documents Registration Statement will not, at the respective times they are filed with time the SEC or published, sent or given prospectus included therein is mailed to shareholders of the Company's stockholders, and 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 are were made, not misleading; provided, however, that no representation or warranty is hereby made by Parent or Purchaser with respect to any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in the Offer Documents. . (b) None of the information supplied or to be supplied by Parent Acquiror or Purchaser Sub for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, in the Schedule 14D-9 or the Proxy Information Statement willshall, at the respective times the Schedule 14D-9 and the Proxy Statement are time such document is filed with the SEC or published, sent or given when it is first mailed to the shareholders of the Company's stockholders, contain be false or misleading with respect to any untrue statement of a material fact 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. If All documents that Acquiror or Sub are responsible for filing with the SEC or any other Governmental Authority in connection with the transactions contemplated hereby shall comply as to form in all material respects with the provisions of applicable law and the applicable rules and regulations thereunder. (c) When the Registration Statement or any post-effective amendment thereto shall become effective, and at any time prior times subsequent to such effectiveness up to and including the Effective Time any event Time, the Registration Statement and all amendments or supplements thereto, except with respect to Parent information set forth therein provided by the Company, shall not be false or Purchaser, or misleading with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment ofmaterial fact, or a supplement toomit to state any material fact necessary in order to make the statements therein, such documentin light of the circumstances under which they are made, Parent or Purchaser shall so describe the event to the Companynot misleading.