Common use of Disclosure Documents Clause in Contracts

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (ai) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (bii) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c4.1(f)(ii) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein. (iii) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any subsidiary that the Company furnishes to Parent or Merger Subsidiary in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on The information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives writing for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock registration statement on Form S-4 or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofthereto pursuant to which shares of Parent Class A Common Stock issuable as part of the Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes 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, in light of the circumstances in under which they were made, not misleading. The information supplied by the Company in writing for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to the Company stockholders and Parent shareholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Joint Proxy Statement/Prospectus”) shall not, on the date the Joint Proxy Statement/Prospectus, and any amendments or supplements thereto, is first mailed to the stockholders of the Company or the shareholders of Parent, at the time of the Company Stockholder Approval or at the time of the Parent 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 representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Registration Statement or Joint Proxy Statement/Prospectus based upon information furnished by Parent or Merger Subsidiary or any of their respective representatives or advisors in writing specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement, including the Schedule 14D-9 to be filed with the SEC in connection with the Reincorporation MergerMerger (collectively, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and together with any amendments or supplements thereto, the “Company Disclosure Documents”), 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 of the SEC thereunder1934 Act. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SECAny Company Disclosure Document, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the filing of such Company Shareholders Meeting Disclosure Document or any supplement or amendment thereto and at the time of any amendment distribution or supplement dissemination thereof, will 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 in under which they were made, not misleading. (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will 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 were made, not misleading. The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, Schedule TO, Offer Documents and Schedule 13E-3 based upon information supplied by Parent or Merger Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the The Form F-1/F-4, the Form F-3 S-4 and any 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 of the SEC thereunder. (b) Act. At the time the Form F-1/F-4 S-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Actbecomes effective, the Form F-1/F-4registration statement, as amended or supplemented, will 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 were made, therein not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (cb) At The Proxy Statement/Prospectus and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the time applicable requirements of the Canadian Exchange Act. The Proxy Statement/Prospectus, or any amendment or supplement thereto, shall not, on the date the Proxy Statement/Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders the stockholders of Company Common Stock or CCE and at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofRequired CCE Vote, 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 in under which they were made, not misleading. (c) None of the information supplied or to be supplied by CCE or Splitco for inclusion or incorporation by reference in the Schedule 13E-3 will, at the time the Schedule 13E-3 or any amendment or supplement thereto is filed with the 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, in light of the circumstances under which they were made, not misleading. (d) Notwithstanding the foregoing provisions of this Section 4.28, no representation or warranty is made by CCE or Splitco with respect to statements made or omitted to be made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus based on information supplied or failed to be supplied by or on behalf of TCCC for inclusion or incorporation by reference therein.

Disclosure Documents. (ai) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, will, 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 of the SEC thereunder. (bii) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, at the time such stockholders vote on adoption of this Agreement and approval of the Merger and at the time Effective Time, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities AuthoritiesCompany Proxy Statement, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Unitsany distribution thereof and throughout the remaining pendency of the Offer, the Canadian Prospectus, as amended or supplemented, each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading. The representations and warranties contained in paragraphs (i) and (ii) of this Section 4.1(j) will not apply to statements or omissions included in the Company Disclosure Documents or the Company Proxy Statement, except that no representation or warranty is made if any, based upon information furnished to the Company in writing by Parent in this Section 6.07(cor Sub specifically for use therein. (iii) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Company Subsidiary that the Company furnishes to Parent or Sub in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and throughout the remaining pendency of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Lancit with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Lancit Disclosure Documents"), including, without limitation, the proxy or information statement of Lancit (the "Lancit Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Lancit Proxy Statement or any amendment or supplement thereto is filed with first mailed to shareholders of Lancit, at the SEC, time such shareholders vote on adoption of this Agreement and at the time Effective Time, the Form F-1/F-4Lancit Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented Lancit Disclosure Document other than Lancit Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Lancit Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c) with respect 2.17 will not apply to statements made or incorporated by reference therein omissions in Lancit Disclosure Documents based on upon information supplied furnished by the Company specifically for inclusion use therein. (c) The information with respect to Lancit or any Subsidiary that Lancit furnishes specifically for use in (or incorporation by reference in such documents. (din) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference Disclosure Documents (as defined in such documents. (eSection 3.09) None of the information supplied or to be supplied by the Parent Entitieswill not, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof 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 made therein, in the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (ai) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) The information with respect to statements made or incorporated by reference therein based on information supplied by Parent and its Subsidiaries that Parent furnishes to the Company in writing specifically for inclusion or incorporation by reference use in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, Company Disclosure Document will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, if any, at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, at the time the stockholders vote on adoption of this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof, at the time of any distribution thereof and throughout the remaining pendency of the Offer. (ii) The Offer Documents will comply in all material respects with the applicable requirements of the Exchange Act and will not, at the time of the filing thereof, at the time of any distribution thereof and throughout the remaining pendency of the Offer contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, that no representation is made by Parent or Sub with respect to statements or omissions in the Offer Documents based upon information furnished to Parent or Sub in writing by the Company specifically for use therein.

Disclosure Documents. (a) Each document required The information with respect to be filed by MergerSub that MergerSub furnishes to the Parent Entities with Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the SEC statements made therein, in connection with the Reincorporation Mergerlight of the circumstances under which they were made, not misleading (i) in the Share Exchange case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, at the time the stockholders vote on adoption of this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other Transactionsthan the Company Proxy Statement, including at the Form F-1/F-4, time of the Form F-3 filing thereof and at the time of any amendments or supplements theretodistribution thereof. (b) The MergerSub Disclosure Documents (as defined in Section 6.01), 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and will not at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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 madefiling thereof, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock distribution thereof or at the time of the Company Shareholders Meeting or at meeting of the time of any amendment or supplement thereofCompany'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 made therein, in the light of the circumstances in under which they were made, not misleading, provided, that this representation and warranty will not apply to statements or omissions in the MergerSub Disclosure Documents based upon information furnished to MergerSub in writing by the Company specifically for use therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s shareholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, and the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunderAct. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to shareholders of the SEC, Company and at the time such shareholders vote on approval of the Form F-1/F-4Merger and at the Effective Time, as amended and (ii) Company Disclosure Documents (other than the Company Proxy Statement), at the time of the filing of such Company Disclosure Documents or supplemented, is declared effective under any supplement or amendment thereto and at the Securities Act, the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b4.6(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent or Merger Sub in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with filing of the Canadian Securities AuthoritiesSchedule TO, at the time of any time it is amended distribution or supplemented dissemination of the Offer Documents and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required The information with respect to be filed by MergerSub that MergerSub furnishes to the Parent Entities with Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the SEC statements made therein, in connection with the Reincorporation Mergerlight of the circumstances under which they were made, not misleading (i) in the Share Exchange case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, at the time the stockholders vote on adoption of this Agreement and at the Effective Time, and (ii) in the case of any Company Disclosure Document other Transactionsthan the Company Proxy Statement, including at the Form F-1/F-4, time of the Form F-3 filing thereof and at the time of any amendments or supplements theretodistribution thereof. (b) The MergerSub Disclosure Documents (as defined in Section 6.01), 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and will not at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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 madefiling thereof, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock distribution thereof or at the time of the Company Shareholders Meeting or at meeting of the time of any amendment or supplement thereofCompany'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 made therein, in the light of the circumstances in under which they were made, not misleading, provided, that this representation and warranty will not apply to statements or omissions in the MergerSub Disclosure Documents based upon information furnished to MergerSub in writing by the Company specifically for use therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation Mergertransactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Share Exchange and registration statement on Form S-4 to register the other Transactionsshares of Company Common Stock to be delivered in the Merger (the "Registration Statement"), including the Form F-1/F-4, the Form F-3 and any supplements or amendments or supplements thereto, will, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Registration Statement or any amendment or supplement thereto is filed with the SEC, becomes effective and at the time Effective Time, the Form F-1/F-4Registration Statement, as amended or supplemented, is declared effective under the Securities Actif applicable, the Form F-1/F-4, as amended or supplemented, will shall not contain any untrue statement of a material fact or omit to state any a 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, contained therein not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect . The foregoing representations and warranties will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus Registration Statement or any amendment or supplement thereto is filed with based upon information furnished to the Canadian Securities Authorities, at any time it is amended Company or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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 Merger Subsidiary by Lancit for use therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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 subsidiary of the circumstances under which they were made, not misleading, except Company that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically furnishes to Lancit for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willLancit Disclosure Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof 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 made therein, in the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements None of the Securities Act and the Exchange Act and the rules and regulations Schedule 14D-9 nor any of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement Offer Documents will, at the date it is respective times the Schedule 14D-9 or the Offer Documents are filed with the SEC or are first mailed published, sent or given to holders of Company Common Stock or at the time stockholders of the Company Shareholders Meeting or at Company, as the time of any amendment or supplement thereofcase 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 in under which they were made, not misleading. The Schedule 14D-9, when filed with the SEC, and when first published, sent or given to stockholders, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives specifically for inclusion in the Schedule 14D-9 (including any amendments or supplements thereto). (b) The proxy or information statement relating to any meeting of the Company's stockholders that may be required to be held in connection with the Merger (as it may be amended from time to time, the "Company Proxy Statement") will not, when filed with the SEC, at the date mailed to the Company's stockholders or at the time of such meeting of 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 or necessary to correct any statement in any earlier communication with respect to any solicitation of proxies or otherwise. The Company Proxy Statement will, when filed with the SEC by the Company, comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Purchaser or any of their respective representatives specifically for inclusion in the Company Proxy Statement.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4Proxy Statement, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 Proxy Statement or any amendment or supplement thereto is filed with the SECfirst mailed to holders of Company Common Stock, and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Proxy Statement, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 were made, not misleading, except that no representation or warranty is made by the Parent Entities Company in this Section 6.07(b5.08(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company Parent specifically for inclusion or incorporation by reference in such documentsdocument. (c) At None of the information supplied or to be supplied by the Company, any Company Subsidiary or the Company’s Representatives for inclusion or incorporation by reference in the Form F-1/F-4 will, at the time the Canadian Prospectus or any amendment or supplement thereto Form F-1/F-4 is filed with the Canadian Securities AuthoritiesSEC, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading. (d) None of the information supplied or to be supplied by the Company, any Company Subsidiary or the Company’s Representatives for inclusion or incorporation by reference in the final prospectus of the Parent Entities relating to the BEPC Distribution (the “Canadian Prospectus”) or any amendment or supplement thereto to be filed with the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authorities in the provinces or territories of Canada (the “Canadian Securities Authorities”) under applicable Canadian Securities Laws will, at the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (e) None of the information supplied or to be supplied by the Company, any Company Subsidiary or the Company’s Representatives for inclusion or incorporation by reference in the Form F-3 will, at the time the Form F-3 is filed with the SEC, at any time it is amended or supplemented and at the time it 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 in order to make the statements therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretoThe Schedule 14D-9, 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 of the SEC thereunder. (b) At and, at the time of such filing or the Form F-1/F-4 or filing of any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended of such distribution or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementeddissemination thereof, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (cb) At the time the Canadian Prospectus proxy statement is to be filed with the SEC in connection with the solicitation of the Company Stockholder Approval (the “Company Proxy Statement”) or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is first mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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 stockholders of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SECCompany, and at the time such stockholders vote on the Form F-3matters set forth therein, the Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-3, as amended or supplementedif applicable, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in under which they were made, not misleading. (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to the Investor specifically for use (or incorporation by reference) in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will 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 were made, not misleading. (d) The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Schedule TO, the Offer Documents, the Company Proxy Statement or the Schedule 14D-9 based upon information supplied by the Investor or on its behalf specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed The information supplied by the Parent Entities with Company for inclusion or incorporation by reference in the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the registration statement on Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 S-4 or any amendment or supplement thereto is filed pursuant to which shares of Parent Stock issuable in the Parent Stock Issuance will be registered with the SEC, and SEC (the “Registration Statement”) shall not at the time the Form F-1/F-4, as amended or supplemented, Registration Statement is declared effective under by the Securities ActSEC (or, with respect to any post-effective amendment or supplement, at the Form F-1/F-4, as amended time such post-effective amendment or supplemented, will not supplement becomes 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, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on . The information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus joint proxy statement/prospectus, or any amendment or supplement thereto is filed thereto, to be sent to the Company shareholders and Parent stockholders in connection with the Canadian Securities AuthoritiesMerger and the other transactions contemplated by this Agreement (the “Joint Proxy Statement”) shall not, at any time it is amended or supplemented and at on the time it is mailed to holders of Parent LP Units, date the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SECJoint Proxy Statement, and at the time the Form F-3any amendments or supplements thereto, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders the shareholders of the Company Common Stock and the stockholders of Parent, at the time of the Company Shareholder Approval, or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofParent Stockholder 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 in under which they were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Joint Proxy Statement based upon information furnished by Parent or any of its representatives specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the Reincorporation Merger, transactions contemplated by this Agreement (the Share Exchange and the other Transactions“Company Disclosure Documents”), including the Form F-1/F-4Schedule 14D-9, the Form F-3 proxy or information statement of the Company (the “Company Proxy Statement”), if any, and any 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 of the SEC thereunder1934 Act. (b) At Each Company Disclosure Document, at the time of the Form F-1/F-4 filing of such Company Disclosure Document or any supplement or amendment or supplement thereto is filed with the SEC, and at the time of any distribution or dissemination thereof and, with respect to the Form F-1/F-4Company Proxy Statement, as amended or supplemented, is declared effective under at the Securities Act, time such stockholders vote on approval of the Form F-1/F-4, as amended or supplementedMerger, will 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 made therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b) with respect 5.9 will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent or Merger Subsidiary in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with filing of the Canadian Securities AuthoritiesSchedule TO, at the time of any time it is amended distribution or supplemented dissemination of the Offer Documents and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required The proxy statement of Acquiror (the "Acquiror Proxy Statement") to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger and the Registration Statement on Form S-4 of Acquiror (the "Form S-4") to be filed under the 1933 Act relating to the issuance of Acquiror Common Stock in the Merger, that may be required to be filed with the Share Exchange and SEC in connection with the other Transactions, including issuance of shares of Acquiror Common Stock pursuant to the Form F-1/F-4, the Form F-3 Merger and any amendments or supplements thereto, will, when filed, distributed or disseminatedsubject to the last sentence of Section 4.09(b), 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 of the SEC thereunder1933 Act. (b) At Neither the time the Form F-1/F-4 or Acquiror Proxy Statement nor any amendment or supplement thereto thereto, will, at the date the Acquiror Proxy Statement or any such amendment or supplement is filed with the SEC, and first mailed to shareholders of Acquiror or at the time such shareholders vote on the Form F-1/F-4matters constituting the Acquiror Stockholder Approval, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will 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 were made, not misleading, except that no . Neither the Form S- 4 nor any amendment or supplement thereto will at the time it becomes effective under the 1933 Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. No representation or warranty is made by the Parent Entities Acquiror in this Section 6.07(b) 4.09 with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documentsthe Acquiror Proxy Statement or the Form S-4. (c) At None of the time information supplied or to be supplied by Acquiror for inclusion or incorporation by reference in the Canadian Prospectus Company Proxy Statement or any amendment or supplement thereto will, at the date the Company Proxy Statement or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended first mailed to stockholders of Company or supplemented and at the time it is mailed to holders such stockholders vote on the adoption and approval of Parent LP Unitsthis Agreement and the transactions contemplated hereby, the Canadian Prospectus, as amended or supplemented, will 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 were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (ai) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (bii) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c4.1(f)(ii) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein. (iii) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any subsidiary that the Company furnishes to Parent or Merger Subsidiary in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (the "Company Proxy Statement"), to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act Exchange Act. The representations and warranties contained in this Section 3.09(a) will not apply to statements or omissions included in the Exchange Act and Company Disclosure Documents based upon information furnished to the rules and regulations of the SEC thereunderCompany in writing by MergerSub specifically for use therein. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c3.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to MergerSub in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willMergerSub Disclosure Documents (as defined in Section 6.01) will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the meeting of 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 made therein, in the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (ai) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents") including, without limitation, the Schedule 14D-9, the proxy or information statement of Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, will, 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 of the SEC thereunderAct. (bii) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of Company, at the SEC, time such stockholders vote on adoption of this Agreement and approval of the Merger and at the time Effective Time, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities AuthoritiesCompany Proxy Statement, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Unitsany distribution thereof and, the Canadian Prospectus, except as subsequently amended or supplemented, throughout the remaining pendency of the Offer, each Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 representations and warranties contained in paragraphs (i) and (ii) of this Section 4.1(i) will not apply to statements or omissions included in the Company Disclosure Documents (including the Company Proxy Statement, except that no representation or warranty is made if any), based upon information furnished to Company in writing by Parent in this Section 6.07(cor Merger Sub specifically for use therein. (iii) The information with respect to statements made Company that Company furnishes to Parent or incorporated by reference therein based on information supplied by the Company Merger Sub in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment distribution thereof and, except as subsequently amended or supplement thereofsupplemented, throughout the remaining pendency of the Offer, 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 in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on The information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives writing for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock registration statement on Form S-4 or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofthereto pursuant to which shares of New Charter Common Stock issuable as part of the Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes 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, in light of the circumstances in under which they were made, not misleading. The information supplied by the Company in writing for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to the Company stockholders and Parent stockholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Joint Proxy Statement/Prospectus”) shall not, on the date the Joint Proxy Statement/Prospectus, and any amendments or supplements thereto, is first mailed to the stockholders of the Company or the shareholders of Parent, at the time of the Company Stockholder Approval or at the time of the Parent Stockholder 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 representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Registration Statement or Joint Proxy Statement/Prospectus based upon information furnished by Parent or Merger Subsidiary or any of their respective representatives or advisors in writing specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation Mergertransactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Share Exchange and proxy or information statement of the other TransactionsCompany (the "COMPANY PROXY STATEMENT") to be filed with the SEC in connection with the adoption of this Agreement by the holders of Company Stock, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, will, 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 of the SEC thereunder1934 Act. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, and at the time such stockholders vote on the Form F-1/F-4adoption of this Agreement, the Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c3.09(b) with respect will not apply to statements made included in or incorporated by reference therein based on information supplied by omissions from the Company Disclosure Documents based upon information furnished to the Company by Buyer specifically for inclusion or incorporation by reference in such documentsuse therein. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document The proxy statement of the Company relating to the required meeting of stockholders of the Company contemplated by Section 7.1(a) and the prospectus of Parent relating to the shares of Parent Common Stock to be issued in connection with the Merger (the “Proxy Statement/Prospectus”) to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger and the registration statement on Form S-4 of Parent (the “Form S-4”) to be filed under the Securities Act relating to the issuance of Parent Common Stock in the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, will, 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 of the SEC thereunderSecurities Act. (b) At Neither the time the Form F-1Proxy Statement/F-4 or any amendment or supplement thereto is Prospectus to be filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or nor any amendment or supplement thereto is filed with the Canadian Securities Authoritiesthereto, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it the Proxy Statement/Prospectus or any such amendment or supplement is first mailed to holders stockholders of Company Common Stock or at the time such stockholders vote on the adoption and approval of this Agreement and the Company Shareholders Meeting or at the time of any amendment or supplement thereoftransactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the Securities Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the Company Record Date (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and to consummate the transactions contemplated hereby. (d) No representation or warranty is made by the Company in this Section 4.9 with respect to statements made or incorporated by reference therein based on information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4.

Disclosure Documents. (a) Each document required to be filed by the Merger Subsidiary and Parent Entities with the SEC in connection with the Reincorporation Mergertransactions contemplated by this Agreement (the "Parent Disclosure Documents"), including, without limitation, the Share Exchange Offer Documents and the other Transactionsregistration statement of Parent (the "Form S-4") to be filed with the SEC in connection with the issuance of Parent Stock pursuant to this Agreement, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, will, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange Act and the rules and regulations of the SEC thereunder1934 Act. (b) At Each Parent Disclosure Document, at the time of the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, filing thereof and at the time of any distribution or dissemination thereof (or any supplement or amendment thereto) and, in the case of the Offer Documents, at the time of consummation of the Offer and, in the case of the Form F-1/F-4S-4, as amended or supplemented, is declared effective under at the Securities Act, the Form F-1/F-4, as amended or supplementedEffective Time, will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b6.08(b) with respect will not apply to statements made included in or incorporated by reference therein omissions from the Parent Disclosure Documents based on upon information supplied furnished to Parent in writing by the Company specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At the time the Canadian Prospectus The information with respect to Parent or any amendment of its Subsidiaries or supplement thereto is filed with Affiliates that Parent furnishes to the Canadian Securities Authorities, at Company in writing specifically for use in any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent misleading (i) in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the case of the Company specifically for inclusion Proxy Statement, as supplemented or incorporation by reference in such documents. (d) At amended, if applicable, at the time the Form F-3 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to shareholders of the SEC, Company and at the time such shareholders vote on adoption of this Agreement and at the Form F-3Effective Time, as amended or supplemented, is declared effective under and (ii) in the Securities Act, the Form F-3, as amended or supplemented, will not contain case of 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by Company Disclosure Document other than the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent EntitiesProxy Statement, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the filing of such Company Shareholders Meeting Disclosure Document or any supplement or amendment thereto and at the time of any amendment distribution or supplement dissemination 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Buyer with the SEC in connection with the Reincorporation Mergertransactions contemplated by this Agreement (the "BUYER SEC DISCLOSURE DOCUMENTS"), including, without limitation, the Share Exchange and registration statement of Buyer to be filed with the SEC on Form F-4 (or other Transactions, including appropriate form) in connection with the Form F-1/issuance of Buyer Common Stock pursuant to this Agreement (the "FORM F-4, the Form F-3 ") and any amendments or supplements thereto, will, 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 1933 Act. Buyer is eligible to use Form F-4 for the Exchange Act and the rules and regulations registration of the Buyer Common Stock to be issued pursuant to the Merger. Each document required to be filed by Buyer under the Ontario or Quebec Securities laws in connection with the transactions contemplated by this Agreement (together with the Buyer SEC thereunderDisclosure Documents, the "BUYER DISCLOSURE DOCUMENTS"), will, when filed, comply as to form in all material respects with the applicable requirements of the Ontario or Quebec securities laws, as applicable. (b) At the time the prospectus which forms a part of the Form F-1/F-4 (the "BUYER PROSPECTUS") or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, and at the time such stockholders vote on the Form F-1/F-4Merger, and at the Merger Date the Buyer Prospectus, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented Buyer Disclosure Document and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Buyer Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c) with respect 4.08 will not apply to statements made included in or incorporated by reference therein omissions from the Buyer Disclosure Documents based on upon information supplied furnished to Buyer by the Company specifically for inclusion or incorporation by reference in such documentsuse therein. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the proxy statement of the Company (the "Company Proxy Statement") to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to shareholders of the SECCompany, at the time such shareholders vote on adoption of this Agreement, and at the time Effective Time, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c3.9(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in any Company Disclosure Documents (including, without limitation, the Company Proxy Statement) based upon information furnished to the Company in writing by Buyer specifically for inclusion or incorporation by reference in such documentsuse therein. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (the "COMPANY PROXY STATEMENT") and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act, if any, to be filed with the SEC in connection with the Offer and/or the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderSEC, except that no representation or warranty is made hereby with respect to any information supplied by Parent or Merger Sub in writing expressly for inclusion in the Company Disclosure Documents. (ba) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to shareholders of the SECCompany, at the time such shareholders vote on adoption of this Agreement and at the time Effective Time, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c4.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon and in conformity with information furnished to the Company in writing by Parent or Merger Sub specifically for use therein. (b) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c3.09(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for inclusion or incorporation by reference in such documentsuse therein. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed The information supplied by the Parent Entities with Company in writing for inclusion or incorporation by reference in the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the registration statement on Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 S-4 or any amendment or supplement thereto is filed pursuant to which Parent Shares issuable as part of the Merger Consideration will be registered with the SEC, and SEC (the “Registration Statement”) shall not at the time the Form F-1/F-4, as amended or supplemented, Registration Statement is declared effective under by the Securities ActSEC (or, with respect to any post-effective amendment or supplement, at the Form F-1/F-4, as amended time such post-effective amendment or supplemented, will not supplement becomes 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, in light of the circumstances under which they were made, therein not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on . The information supplied by the Company specifically in writing for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus proxy statement/prospectus, or any amendment or supplement thereto is filed thereto, to be sent to the Company stockholders in connection with the Canadian Securities AuthoritiesMerger and the other transactions contemplated by this Agreement (the “Proxy Statement/Prospectus”) shall not, at any time it is amended or supplemented and at on the time it is mailed to holders of Parent LP Units, date the Canadian Proxy Statement/Prospectus, as amended and any amendments or supplementedsupplements thereto, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders the stockholders of the Company Common Stock or at the time of a meeting of such stockholders for purpose of adopting this Agreement and approving the Company Shareholders Meeting Merger (including any adjournment or at the time of any amendment or supplement postponement thereof, the “Company Meeting”) or Requisite Company Vote 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 in under which they were made, not misleading. (b) The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Registration Statement or Proxy Statement/Prospectus based upon information supplied in writing by Parent, Merger Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder1934 Act. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Form F-1/F-4Company Proxy Statement), as amended at the time of the filing of such Company Disclosure Document or supplemented, is declared effective under any supplement or amendment thereto and at the Securities Act, the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b7.06(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company specifically for inclusion or incorporation Disclosure Documents based upon information furnished to the Company by reference in such documentsParent. (c) At The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent for use in the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authoritiesfiling thereof, at the time of any time it is amended distribution or supplemented dissemination thereof and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s shareholders in connection with the Share Exchange, the Offer and the other Transactions (the “Company Disclosure Documents”), including the Schedule 13E-3 filed by the Company, the Schedule 14D-9, and the Company Proxy Statement, if any, to be filed with the SEC in connection with the Reincorporation MergerShare Exchange, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunderAct. (b) At None of (i) the time Schedule 13E-3 filed by the Form F-1/F-4 or any amendment or supplement thereto Company, the Schedule 14D-9 and the Company Proxy Statement, at the date each is filed with the SEC, and at SEC (in the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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 case of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Schedule 13E-3 and the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement willSchedule 14D-9), at the date it each is first mailed to holders of Public Shares (in the case of the Company Common Stock Proxy Statement) or at the time of the Company Shareholders Shareholder Meeting (if such meeting is held) (other than as to information supplied in writing by Purchaser or any of its Affiliates (other than the Company and its Subsidiaries), expressly for inclusion therein, as to which no representation is made), (ii) any information provided by the Company for inclusion in the Offer Documents and the Schedule 13E-3 filed by Purchaser at the time of date each is filed with the SEC or (iii) any amendment information incorporated by reference from, or supplement thereofbased on information in, the Company SEC Reports, at the date each is filed with the SEC, 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 in under which they were are made, not misleading. The Company will cause the Schedule 13E-3 filed by it, the Schedule 14D-9, the Company Proxy Statement and all related SEC filings to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto and any other applicable Law as of the date of such filing.

Disclosure Documents. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in: (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4S-4 (as hereinafter defined) will, the Form F-3 and any 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 of the SEC thereunder. (b) At at the time the Form F-1/F-4 or any amendment or supplement thereto S-4 is filed with the SEC, at any time it is amended or supplemented and at the time the Form F-1/F-4, as amended or supplemented, is declared it becomes effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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 are made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents.; (cb) At the time the Canadian Proxy Statement/Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authoritieswill, at any time the date it is amended first mailed to the Company's stockholders or supplemented and at the time it is mailed to holders of Parent LP Unitsthe Stockholder Meeting, the Canadian Prospectus, as amended or supplemented, will not 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 are made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents.; or (dc) At the time the Form F-3 or any amendment or supplement thereto is filed with the SECOffer Documents (as hereinafter defined) will, and at the time the Form F-3Offer Documents (or any amendments or supplements thereto) are first published, as amended sent or supplementedgiven to holders of the Senior Notes, or at the time the applicable Debt Offer is declared effective under the Securities Actconsummated, the Form F-3, as amended or supplemented, will not 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 are made, not misleading; provided, except that in each case no representation or warranty is made by Parent in this Section 6.07(d) the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Acquisition specifically for inclusion therein. The Form S-4, as of its effective date, and the Proxy Statement/Prospectus and the Offer Documents, as of their respective dates, will comply as to form with the applicable requirements of the Securities Act and the Exchange Act, as the case may be; provided, that in each case no representation is made by the Company with respect to statements made therein based on information supplied in writing by Acquisition specifically for inclusion or incorporation by reference in such documentstherein. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in connection with the Transactions (the "Company Disclosure Documents"), including the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunderAct. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time the Form F-1/F-4such stockholders vote on adoption of this Agreement, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not contain and (ii) 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by Company Disclosure Document (other than the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities AuthoritiesProxy Statement), at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the filing of such Company Shareholders Meeting Disclosure Document or any supplement or amendment thereto and at the time of any amendment distribution or supplement dissemination thereof, will 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 in under which they were made, not misleading. (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will 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 were made, not misleading. The representations and warranties contained in this Section 4.9 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information supplied by Parent or Merger Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities AuthoritiesCompany Proxy Statement, at the time of any time it is amended or supplemented distribution thereof and at the time it is mailed to holders of Parent LP Unitsconsummation of the Offer, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c4.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 in which they were made, not misleading.the

Disclosure Documents. (a) Each document None of the documents required to be filed by the Company or Parent Entities with the SEC after the date hereof in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement Transactions will, at on the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofsuch filing, 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 in under which they were are made, not misleading. In furtherance and not in limitation of the foregoing, and subject to the last sentence of this Section 5.36, none of the information supplied by or on behalf of the Company, Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), 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 definitive Joint Proxy Statement/Prospectus included in the Registration Statement at the time it becomes effective to be sent to the Company’s stockholders in connection with the Investment Transactions and Porsche’s shareholders in connection with the Acquisition Transactions (including any amendments or supplements, the “Joint Proxy Statement/Prospectus”)] 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 necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 5.36 no representation or warranty is made by the Company, Parent or Merger Sub with respect to information or statements made or incorporated by reference in the Registration Statement or the Joint Proxy Statement/Prospectus which were not supplied by or on behalf of the Company, Parent or Merger Sub.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed to the securityholders of the Company or its Subsidiaries in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the proxy statement of the Company (the "Company Proxy Statement") to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including offer to purchase the Form F-1/F-4, PS&T Notes pursuant to the Form F-3 Debt Offer and any related documents (the "Debt Offer Documents") and any amendments or supplements thereto, when filed, distributed or disseminatedfiled and /or mailed, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, at the time such stockholders vote on adoption of this Agreement and at the time Effective Time, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c3.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for inclusion or incorporation by reference use in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed connection with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not contain any untrue statement proposed offering 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 bonds of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference Buyer described in the Proxy Statement willCommitment Letters (the "New Bond Offering") will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing, if any, thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Debt Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required The proxy or information statement of the Company to be filed by as part of the Parent Entities Registration Statement with the SEC in connection with the Reincorporation Merger, Merger (the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 “Proxy Statement”) and any amendments or supplements theretothereto will, 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 1934 Act. The Proxy Statement, or any amendment or supplement thereto, shall not, on the Exchange Act and date the rules and regulations of the SEC thereunder. (b) At the time the Form F-1/F-4 Proxy Statement or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders the stockholders of the Company Common Stock or and at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofStockholder 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 in under which they were made, not misleading. (b) The information supplied by the Company for inclusion or incorporation by reference in the registration statement of Parent on Form S-4 or any amendment or supplement thereto to be filed with the SEC with respect to the offering of Parent Stock in connection with the Merger (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes 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, in light of the circumstances under which they were made, not misleading. (c) The information supplied by the Company for inclusion or incorporation by reference in the Schedule 13E-3 or any amendment or supplement thereto shall not at the time the Schedule 13E-3 or any amendment or supplement thereto is filed with the 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, in light of the circumstances under which they were made, not misleading. As used herein, “Schedule 13E-3” means the Rule 13E-3 Transaction Statement on Schedule 13E-3 to be filed with the SEC in connection with this Agreement concurrently with the filing of the Registration Statement. (d) The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement or any amendment or supplement thereto based upon information furnished by Parent or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, Schedule 14D-9 and the information statement of the Company (the "COMPANY INFORMATION STATEMENT"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, will, 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 of the SEC thereunder1934 Act. (b) At the time the Form F-1/F-4 Company Information Statement, if one is required, or any amendment or supplement thereto thereto, is filed with first mailed to stockholders of the SECCompany, and at the time the Form F-1/F-4Company Information Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus filing of any Company Disclosure Document (other than the Company Information Statement) or any supplement or amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c4.9(b) will not apply to statements included in or omissions from the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its subsidiaries that the Company furnishes to Parent in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required The proxy or information statement of the Company to be filed by as part of the Parent Entities Registration Statement with the SEC in connection with the Reincorporation Merger, Merger (the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 “Proxy Statement”) and any amendments or supplements theretothereto will, 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 1934 Act. The Proxy Statement, or any amendment or supplement thereto, shall not, on the Exchange Act and date the rules and regulations of the SEC thereunder. (b) At the time the Form F-1/F-4 Proxy Statement or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders the stockholders of the Company Common Stock or and at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofStockholder 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 in under which they were made, not misleading. (b) The information supplied by the Company in writing for inclusion or incorporation by reference in the registration statement of Parent on Form S-4 or any amendment or supplement thereto to be filed with the SEC with respect to the offering of Parent Stock in connection with the Merger (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes 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, in light of the circumstances under which they were made, not misleading. (c) The information supplied by the Company for inclusion or incorporation by reference in the Schedule 13E-3 or any amendment or supplement thereto shall not at the time the Schedule 13E-3 or any amendment or supplement thereto is filed with the 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, in light of the circumstances under which they were made, not misleading. As used herein, “Schedule 13E-3” means the Rule 13E-3 Transaction Statement on Schedule 13E-3 to be filed, if applicable, with the SEC in connection with this Agreement concurrently with the filing of the Registration Statement. (d) The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement or any amendment or supplement thereto based upon information furnished by Parent or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9 and the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder1934 Act. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Form F-1/F-4Company Proxy Statement), as amended at the time of the filing of such Company Disclosure Document or supplemented, is declared effective under any supplement or amendment thereto and at the Securities Act, the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b4.09(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authoritiesfiling thereof, at the time of any time it is amended distribution or supplemented dissemination thereof and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation MergerSection 3.9.1 The Proxy Statement and any Other Filings, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, when filedthat the Company is responsible for filing at (A) the time the Registration Statement is declared effective, distributed (B) the time the Proxy Statement or disseminatedsuch Other Filing (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, and (C) the time of the Company Stockholders’ Meeting, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and the rules and regulations other applicable Law. Section 3.9.2 None of the SEC thereunder. information supplied by the Company for use in the Proxy Statement, and any amendments or supplements thereto, at (bA) At the time the Form F-1/F-4 Registration Statement is declared effective, (B) the time the Proxy Statement (or any amendment thereof or supplement thereto thereto) is filed with first mailed to the SECstockholders of the Company, and at (C) the time of the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedCompany Stockholders’ Meeting, will 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 made therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by . None of the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference use in such documents. the Registration Statement, at (cA) At the time the Canadian Prospectus or any amendment or supplement thereto Registration Statement is filed with the Canadian Securities Authoritiesdeclared effective, at any time it is amended or supplemented and at (B) the time it is mailed to holders of Parent LP Unitsthe Company Stockholders’ Meeting, the Canadian Prospectus, as amended or supplementedin each case, will 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 made therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on . None of the information supplied by the Company specifically for inclusion or incorporation by reference use in such documents. (d) At any Other Filing, at the time the Form F-3 such Other Filing (or any amendment thereof or supplement thereto thereto) is filed with first mailed to the SEC, and at stockholders of the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplementedCompany, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(d) with respect 3.9.2 will not apply to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference omissions included in the Proxy Statement, the Registration Statement will, at or any Other Filings to the date it is first mailed extent based upon information supplied to holders of Company Common Stock or at the time of the Company Shareholders Meeting by Parent 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 Merger Sub for use therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company's shareholders in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement") to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder1934 Act. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to shareholders of the SEC, Company and at the time such shareholders vote on adoption of this Agreement and at the Form F-1/F-4Effective Time and (ii) any Company Disclosure Document (other than the Company Proxy Statement), as amended at the time of the filing of such Company Disclosure Document or supplemented, is declared effective under any supplement or amendment thereto and at the Securities Act, the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b5.09(b) with respect will not apply to statements made included in or incorporated by reference therein based on information supplied by omissions from the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its Subsidiaries or Affiliates that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the Canadian Prospectus filing thereof, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, or for use in the Form S-4 or any amendment or supplement thereto is filed with the Canadian Securities Authoritiesthereto, at the time the Form S-4 or any time it is amended amendment or supplemented supplement becomes effective and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedEffective Time, will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on The information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives writing for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders registration statement of Company Common Stock Parent on Form S-4 or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofthereto pursuant to which shares of Parent Stock issuable as part of the Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not, at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes 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, in light of the circumstances in under which they were made, not misleading. The proxy statement of the Company to be filed as part of the Registration Statement with the SEC in connection with the Merger and to be sent to the Company stockholders in connection with the Merger (the “Proxy Statement”), and any amendment or supplement thereto, when filed, will comply as to form in all material respects with the applicable requirements of the 1934 Act. The Proxy Statement, or any amendment or supplement thereto, shall not, on the date the Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company and at the time of the Company Stockholder 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 representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Registration Statement or Proxy Statement or any amendment or supplement thereto based upon information furnished by Parent or any of its representatives or advisors in writing specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document None of the documents required to be filed by the Parent Entities Company with the SEC after the date hereof in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement Transactions will, at on the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofsuch filing, 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 in under which they were are made, not misleading. In furtherance and not in limitation of the foregoing, and subject to the last sentence of this Section 3.09, none of the information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) a registration statement on Form S-4 or Form F-4 (or similar successor form) to register the issuance of Parent Common Shares in connection with the Merger (including any amendments or supplements, the “Registration Statement”) will, at the time the Registration Statement becomes effective under the Securities Act (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), 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 definitive joint proxy statement/prospectus included in the Registration Statement at the time it becomes effective to be sent to the Company stockholders in connection with the Merger and the other Transactions and the Parent shareholders in connection with the Transactions (including any amendments or supplements, the “Joint Proxy Statement/Prospectus”) will, at the date it is first mailed to the Company 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 necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.09, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement or the Joint Proxy Statement/Prospectus which were not supplied by or on behalf of the Company.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives Company for inclusion or incorporation by reference in the Proxy Statement to be filed with the SEC in connection with the First Merger (the “Proxy Statement”) or any amendment or supplement thereto will, at the date it on which the Proxy Statement or any such amendment or supplement thereto is first mailed to holders the stockholders of the Company Common Stock or at the time such stockholders vote on the adoption of the Company Shareholders Meeting or at the time of any amendment or supplement thereofthis Agreement, 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 in under which they were are made, not misleading. The Proxy Statement in the form mailed to the stockholders of the Company will comply as to form in all material respects with the requirements of the Exchange Act. (b) None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Parent Necessary Corporate Documents or in the Form F-4 or any amendment or supplement thereto will, at the date on which the Parent Necessary Corporate Documents or any such supplement or amendment thereto is delivered or put at the disposal of the shareholders of Parent or at the time such shareholders vote on the matters constituting the Parent Shareholder Approval or at the time the Form F-4 or any such amendment or supplement becomes effective under the Securities Act, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in any document provided to a lender or potential lender in connection with the Financing (or any amendment or supplement to such a document), will, at the date on which the Financing is consummated, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange The Soliciting Materials and the other TransactionsStockholder Notice, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, when filedwill, distributed or disseminated, as applicable, will at the time such documents are first mailed to the Stockholders (i) 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SECDelaware Law, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will (ii) 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b4.09(a) with respect will not apply to statements made or incorporated by reference therein omissions included in the Soliciting Materials or Stockholder Notice based on upon information supplied by furnished to the Company in writing by Parent or its Representatives specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (eb) None of the information supplied or to be supplied in writing by the Parent Entities, the Parent Subsidiaries Company or Parent’s its Representatives for inclusion or incorporation by reference in (i) the Proxy Statement application for a CSL Permit to be filed with the Commissioner pursuant to Section 25121 of the CSL, in connection with any issuance of Parent Common Stock as provided under Article 2, including the disclosure documents relating thereto (the “Permit Application”), will, at the date it time the Permit Application is first mailed to holders of Company Common Stock or filed with the Commissioner and at the time the of hearing pursuant to section 25142 of the Company Shareholders Meeting or at CSL (the time of any amendment or supplement thereof“Fairness Hearing”) is held, 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 the light of the circumstances under which they were made, not misleading or (ii) any registration statement on Form S-4 of Parent registering the issuance of the Stock Consideration pursuant to the terms of this Agreement (together with any amendments or supplements thereto, the “Registration Statement”) will, at the time the Registration Statement or any amendment or supplement becomes effective, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading...

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on The information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock registration statement on Form S-4 or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofthereto pursuant to which shares of Parent Stock issuable as part of the Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes 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, in light of the circumstances in under which they were made, not misleading. The information supplied by the Company for inclusion in the proxy statement of the Company to be filed as part of the Registration Statement with the SEC and to be sent to the Company stockholders in connection with the Merger (the “Proxy Statement”), or any amendment or supplement thereto, shall not, on the date the Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company and at the time of the Company Stockholder 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 representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement or the Registration Statement or any amendment or supplement thereto based upon information supplied by Parent, Merger Subsidiary or any of their respective representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactionstransactions contemplated by this Agreement, including on Schedule 13E-3, (the Form F-1/F-4, the Form F-3 "Company Disclosure Documents") and any amendments or supplements thereto, will, 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 any Company Disclosure Document or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, it will 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 made therein, in the light of the filing of any Company Disclosure Documents or any amendment or supplement thereto, not misleading, and from the time of any distribution thereof through the Effective Time each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in paragraphs (a) and (b) of this Section 6.07(b) with respect 2.13 will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents, if any, based upon information furnished to the Company in writing by Purchaser specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to Purchaser in writing specifically for inclusion or incorporation by reference use in such documents. the Schedule 13E-3 (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Actdefined herein), the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by Preliminary Proxy Statement and the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement willwill not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or at filing thereof, and from the time of any amendment or supplement thereofdistribution thereof through 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 made therein, in the light of the circumstances in under which they were made, not misleading. The representations and warranties contained in this Section 2.13(c) will not apply to statements or omissions included in the Schedule 13E-3, the Preliminary Proxy Statement (as hereinafter defined) and Company Proxy Statement (as hereinafter defined), if any, based upon information furnished by Purchaser, or its Affiliates specifically for use therein.

Disclosure Documents. (a) Each document required The proxy statement of the Company relating to the meeting of stockholders of the Company contemplated by Section 7.2 and prospectus of Acquirer relating to the shares of Acquirer Common Stock to be issued in connection with the Merger (the "Proxy Statement/ Prospectus") to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger and the registration statement on Form S-4 of Acquirer (the "Form S-4") to be filed under the 1933 Act relating to the issuance of Acquirer Common Stock in the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, will, when filed, distributed or disseminatedsubject to the last sentence of Section 3.9(b), 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 of the SEC thereunder1933 Act. (b) At Neither the time the Form F-1Proxy Statement/F-4 or any amendment or supplement thereto is Prospectus to be filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or nor any amendment or supplement thereto is filed with the Canadian Securities Authoritiesthereto, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it the Proxy Statement/Prospectus or any such amendment or supplement is first mailed to holders stockholders of Company Common Stock or at the time such stockholders vote on the adoption and approval of this Agreement and the Company Shareholders Meeting or at the time of any amendment or supplement thereoftransactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the 1933 Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. No representation or warranty is made by the Company in this Section 3.9 with respect to statements made or incorporated by reference therein based on information supplied by Acquirer for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company's shareholders in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder1934 Act. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to shareholders of the SEC, Company and at the time such shareholders vote on adoption of this Agreement and at the Form F-1/F-4Effective Time, as amended and (ii) any Company Disclosure Document (other than the Company Proxy Statement), at the time of the filing of such Company Disclosure Document or supplemented, is declared effective under any supplement or amendment thereto and at the Securities Act, the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b5.09(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authoritiesfiling thereof, at the time of any time it is amended distribution or supplemented dissemination thereof and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretoThe Schedule TO, when filed, and the Offer Documents, when 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 of the SEC thereunder. (b) At and, at the time of such filing or the Form F-1/F-4 or filing of any amendment or supplement thereto is filed with thereto, at the SEC, time of such distribution or dissemination and at the time of consummation of the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedOffer, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b. (b) The information with respect to statements made or incorporated by reference therein based on information supplied by the Investor and any of its Affiliates that the Investor supplies to the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion use or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereof, Schedule 14D-9 will 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 were made, not misleading, at the time of the filing of such Schedule 14D-9 or any such supplement or amendment thereto and at the time of any distribution or dissemination thereof. (c) The information with respect to the Investor and any of its Affiliates that the Investor supplies to the Company specifically for use or incorporation by reference in the Company Proxy Statement or any amendment or supplement thereto, at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on the matters set forth therein, will 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 were made, not misleading. (d) The representations and warranties contained in this Section 6.05 will not apply to statements or omissions included or incorporated by reference in the Schedule TO, the Offer Documents, the Company Proxy Statement or the Schedule 14D-9 based upon information supplied to the Investor by the Company or on its behalf specifically for use or incorporation by reference therein

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated by the Company to its shareholders in connection with the Transactions including, without limitation, the Schedule 14D-9, the information statement to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (as amended or supplemented from time to time, the "INFORMATION STATEMENT") and the Company Proxy Statement, if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, when filed, distributed or disseminated, as applicableapplicable (collectively, the "COMPANY DISCLOSURE DOCUMENTS"), collectively, will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange 1934 Act and the rules and regulations of the SEC thereunder. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to shareholders of the SEC, Company and at the time such shareholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities ActCompany Proxy Statement), the Form F-1/F-4Schedule 14D-9, as amended and the Information Statement at the respective times such documents and any amendments or supplementedsupplements thereto are filed with the SEC and at the time of any distribution or dissemination thereof to shareholders of the Company, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b5.09(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by or on behalf of Parent or Merger Subsidiary specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed filing thereof with the Canadian Securities Authorities, at any time it is amended or supplemented SEC and at the time it is mailed of any distribution or dissemination thereof to holders shareholders of Parent LP Units, the Canadian Prospectus, as amended or supplementedCompany, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (ai) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (bii) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c4.1(f)(ii) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein. (iii) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any subsidiary that the Company furnishes to Parent or Merger Subsidiary in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation MergerCompany Disclosure Document, including, without limitation, the Share Exchange and the other Transactions, including the Form F-1/F-4Schedule 14D-9, the Form F-3 Company Proxy Statement and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, at the time such stockholders vote on adoption of this Agreement and at the time Effective Time, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The obligations of the Company contained in this Section 6.07(c6.03(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Purchaser specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its Subsidiaries that the Company furnishes to Parent or Purchaser in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required None of the information supplied or to be filed supplied by or on behalf of the Parent Entities with the SEC Company or any Company Subsidiary for inclusion or incorporation by reference in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the Form F-1/F-4S-4 will, the Form F-3 and any 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 of the SEC thereunder. (b) At at the time the Form F-1/F-4 or any amendment or supplement thereto such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC, 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 (ii) the Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and stockholders of Parent, respectively, at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, at the time the Form F-1/F-4, as amended or supplemented, S-4 is declared effective under by the Securities ActSEC or at the REIT Merger Effective Time, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary 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 Authority (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. The representations and warranties contained in this Section 4.8 shall not apply to statements or omissions included in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s shareholders in connection with the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including the Form F-1/F-4Proxy Statement and the Schedule 13E-3, the Form F-3 and any 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 of the SEC thereunder. (bi) At the time the Form F-1/F-4 Proxy Statement or any amendment or supplement thereto is filed with the SECfirst mailed to holders of Company Capital Stock, and at the time such shareholders vote on adoption of this Agreement, the Form F-1/F-4Proxy Statement, as amended or supplemented, is declared effective if applicable, will 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 were made, not misleading and (ii) at the Securities Acttime the Schedule 13E-3 or any amendment or supplement thereto becomes effective, the Form F-1/F-4Schedule 13E-3, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities Company in this Section 6.07(b) 3.07 with respect to statements made or incorporated by reference therein based on information supplied by the Company any Parent Entity or Sub specifically for inclusion or incorporation by reference in such documents. (c) At None of the information supplied or to be supplied by the Company, any Company Subsidiary or the Company’s Representatives for inclusion or incorporation by reference in the Form F-4 will, at the time the Canadian Prospectus or any amendment or supplement thereto Form F-4 is filed with the Canadian Securities AuthoritiesSEC, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading. None of the information supplied or to be supplied by the Company, any Company Subsidiary or the Company’s Representatives for inclusion or incorporation by reference in the Parent Circular or the Parent Prospectus will, at the time the Parent Circular is first mailed to holders of Parent Ordinary Shares, at the time the Parent Prospectus is first published, at the time of any amendment or supplement of the Parent Circular or the Parent Prospectus and at the time of the Parent Shareholders Meeting, contain any information which is not in accordance with the facts or which omits anything likely to affect the import of such information.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company's shareholders in connection with the Transactions (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder1934 Act. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to shareholders of the SEC, Company and at the time such shareholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Form F-1/F-4Company Proxy Statement), as amended at the time of the filing of such Company Disclosure Document or supplemented, is declared effective under any supplement or amendment thereto and at the Securities Act, the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b5.09(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authoritiesfiling thereof, at the time of any time it is amended distribution or supplemented dissemination thereof and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation Transaction (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9 and the Company Proxy Statement, if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, to any thereof 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 of the SEC thereunder1934 Act. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, at the time such stockholders vote on adoption of this Agreement and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities ActEffective Time, the Form F-1/F-4Company Proxy Statement as supplemented or amended, as amended or supplementedif applicable, will not contain any untrue statement of a material fact or omit to state any material fact required necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Documents (other than the Company Proxy Statement) and at the time of any distribution thereof each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this subsection (b) will not apply to statements or omissions in the Company Disclosure Documents based upon information furnished to the Company by Buyer or Colonnade specifically for use therein. (c) The information with respect to the Company or any Company Subsidiary furnished by the Company to Buyer in writing specifically for use in the Offer and related letter of transmittal pursuant to which the Offer will be stated therein made as provided in Section 1.1 (which together with any amendments or supplements thereto constitute the "Offer Documents") shall not contain, as of the date the Offer Documents are filed, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or any other applicable Governmental Entity or required to be distributed or otherwise disseminated to the Company Stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9 and the Proxy Statement (if applicable), to be filed with the SEC in connection with the Reincorporation Offer and the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunderother applicable Law. (bi) At The Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Proxy Statement or any amendment or supplement thereto is filed with the SEC, first mailed to Company Stockholders and at the time of the Form F-1/F-4meeting of Company Stockholders to consider this Agreement and at the Effective Time, as amended and (ii) Company Disclosure Documents (other than the Proxy Statement), at the time of the filing of such Company Disclosure Documents or supplemented, is declared effective under at the Securities Act, time of any supplement or amendment thereto and at the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b) with respect 5.25 will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent or Merger Sub for use in the Schedule TO and the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with filing of the Canadian Securities AuthoritiesSchedule TO, at the time of any time it is amended distribution or supplemented dissemination of the Offer Documents and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on The information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives writing for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock registration statement on Form S-4 or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofthereto pursuant to which shares of Parent Class A Common Stock issuable as part of the Merger Consideration will be registered with the SEC (the “ Registration Statement ”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post- effective amendment or supplement, at the time such post-effective amendment or supplement becomes 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, in light of the circumstances in under which they were made, not misleading. The information supplied by the Company in writing for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to the Company stockholders and Parent shareholders in connection with the Merger and the other transactions contemplated by this Agreement (the “ Joint Proxy Statement/Prospectus ”) shall not, on the date the Joint Proxy Statement/Prospectus, and any amendments or supplements thereto, is first mailed to the stockholders of the Company or the shareholders of Parent, at the time of the Company Stockholder Approval or at the time of the Parent 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 representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Registration Statement or Joint Proxy Statement/Prospectus based upon information furnished by Parent or Merger Subsidiary or any of their respective representatives or advisors in writing specifically for use or incorporation by reference therein.

Disclosure Documents. (ai) Each document required to be filed by the Parent Entities Urban with the SEC in connection with the Reincorporation Offer, the Merger, the Share Exchange Amendment and the other Transactionstransactions contemplated by this Agreement (the "URBAN DISCLOSURE DOCUMENTS"), including the Form F-1/F-4including, without limitation, the Form F-3 Schedule 14D-9, the Proxy Statement, if any, to be filed with the SEC in connection with the Merger and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the provisions of applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunderfederal securities laws. (bii) At the time the Form F-1/F-4 or Schedule 14D-9 and the Proxy Statement, if any, including any amendment or supplement thereto is filed with the SEC, is first mailed, published or given to the Urban stockholders and at the time of the Form F-1/F-4Urban Stockholder Meeting, each of the Schedule 14D-9 and the Proxy Statement as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is Urban Disclosure Document (other than the Proxy Statement) filed with after the Canadian Securities Authoritiesdate of this Agreement, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, such Urban Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made . The representations and warranties contained in SECTION 4.1(aa)(i) and this SECTION 4.1(aa)(ii) will not apply to information furnished in writing to Urban by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company Hexalon specifically for inclusion or incorporation by reference in such documentsan Urban Disclosure Document. (diii) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of Neither the information supplied or to be supplied in writing by or on behalf of Urban or any Urban Subsidiary for inclusion in, nor the Parent Entitiesinformation incorporated by reference from documents filed by Urban or any Urban Subsidiary with the SEC into, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in Schedule TO and the Proxy Statement Offer Documents will, at on the date it is the Schedule TO and the Offer Documents are filed with the SEC or on the date they are first mailed published, sent or given to holders of Company Common Stock or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofUrban 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 in under which they were are made, not misleading. (iv) Urban shall promptly correct the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and Urban shall take all steps necessary to cause such document as so corrected to be filed with the SEC and disseminated to Urban's stockholders to the extent required by applicable federal securities laws.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation MergerThe Seller Stockholder Proxy Statement and any Other Seller Filings, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, when filedthat Seller is responsible for filing at (i) the time the Seller Stockholder Proxy Statement or such Other Seller Filing (or any amendment thereof or supplement thereto) is first made publicly available to the stockholders of Seller, distributed or disseminatedand (ii) the time of the Seller Stockholders’ Meeting, 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 of the SEC thereunderAct. (b) At The Seller Stockholder Proxy Statement, any Other Seller Filing and any amendments or supplements thereto that Seller is responsible for filing, insofar as it reflects information supplied by Seller for use in the Seller Stockholder Proxy Statement or such Other Seller Filing, at (i) the time the Form F-1/F-4 Seller Stockholder Proxy Statement or such Other Seller Filing (or any amendment thereof or supplement thereto thereto), as applicable, is filed with first mailed to the SECstockholders of Seller, and at (ii) the time of the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedSeller Stockholders’ Meeting, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b. (c) with respect to statements made or incorporated by reference therein based on The information supplied or to be supplied by the Company specifically Purchaser in writing for inclusion or incorporation by reference in such documents. the Seller Stockholder Proxy Statement (ci) At the time the Canadian Prospectus Seller Stockholder Proxy Statement or such Other Seller Filing (or any amendment thereof or supplement thereto thereto), as applicable, is filed with first mailed to the Canadian Securities Authoritiesstockholders of Seller, at any time it is amended or supplemented and at (ii) the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedSeller Stockholders’ Meeting, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document The information with respect to Parent and any of its Subsidiaries that Parent supplies to the Company specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be filed by stated therein or necessary in order to make the Parent Entities with statements therein, in light of the SEC circumstances under which they were made, not misleading (i) in connection with the Reincorporation case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and adoption of the Plan of Merger, and (ii) in the Share Exchange case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto, at the time of any distribution or dissemination thereof and at the other Transactions, including time of consummation of the Form F-1/F-4, the Form F-3 and any amendments or supplements theretoOffer. (a) The Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities 1934 Act and the Exchange Act and the rules and regulations of the SEC thereunder. (b) At and, at the time of such filing or the Form F-1/F-4 or filing of any amendment or supplement thereto is filed with thereto, at the SEC, time of such distribution or dissemination and at the time of consummation of the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedOffer, will not 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, except that no representation or warranty is made by the Parent Entities . The representations and warranties in this Section 6.07(b) with respect 6.05 will not apply to statements made or omissions included or incorporated by reference therein in the Schedule TO and the Offer Documents based on upon information supplied to Parent or Merger Subsidiary by the Company or any of its representatives or advisors specifically for inclusion use or incorporation by reference in such documentstherein. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation Mergertransactions contemplated by this Agreement (the “Company Disclosure Documents”), including, without limitation, the Share proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (the “Company Proxy Statement”), if any, to be filed with the SEC in connection with the Merger and the other TransactionsCharter Amendment, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 except that no representation or warranty is made hereby with respect to any information supplied by Merger Sub expressly for inclusion in the rules and regulations of the SEC thereunderCompany Disclosure Documents. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, at the time such stockholders vote on adoption of this Agreement and at the time Effective Time, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c3.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company by Merger Sub specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to Merger Sub specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willMerger Sub Disclosure Documents (as defined in Section 6.01) will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the meeting of 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 made therein, in the light of the circumstances in under which they were made, not misleading. SECTION 3.10.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, the Proxy Statement, if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder1934 Act. (bi) At The Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not contain any untrue statement such stockholders vote on adoption 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SECAgreement, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not contain (ii) 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. Disclosure Document (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in other than the Proxy Statement willStatement), at the date it is first mailed to holders of Company Common Stock or at the time of the filing of such Company Shareholders Meeting Disclosure Document or any supplement or amendment thereto and at the time of any amendment distribution or supplement dissemination thereof, will 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 in under which they were made, not misleading. (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will 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 were made, not misleading. The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information supplied by Parent or Merger Subsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required The information with respect to Parent and any of its Affiliates that Parent furnishes to the Company in writing specifically for inclusion or incorporation by reference in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, as supplemented or amended, if applicable, at the Share Exchange time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Schedule TO, when amended and filed in accordance with this Agreement, and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretoOffer Documents, when filed, distributed or disseminated, as applicabledisseminated in accordance with this Agreement, will comply as to form in all material respects with the applicable requirements of the Securities 1934 Act and the Exchange Act and the rules and regulations of the SEC thereunder. (b) At and, at the time of such filing, at the Form F-1/F-4 time of such distribution or any amendment or supplement thereto is filed with the SEC, dissemination and at the time of consummation of the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedOffer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except ; provided that no this representation or and warranty is made by the Parent Entities in this Section 6.07(b) with respect will not apply to statements made or incorporated by reference therein omissions in the Schedule TO and the Offer Documents based on upon information supplied furnished to Parent or Merger Subsidiary in writing by the Company specifically for inclusion or incorporation by reference in such documentstherein. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (the "Company Proxy Statement"), to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act Exchange Act. The representations and warranties contained in this Section 3.09(a) will not apply to statements or omissions included in the Exchange Act and Company Disclosure Documents based upon information furnished to the rules and regulations of the SEC thereunderCompany in writing by MergerSub specifically for use therein. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany and, and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c3.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to MergerSub in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willMergerSub Disclosure Documents (as defined in Section 6.01) will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the meeting of 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 made therein, in the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation MergerMergers (but excluding the Financing) (the "Company Disclosure Documents"), including, without limitation, any Report on Form 8-K to be filed by the Share Exchange Company in respect of this Agreement, and the other Transactionsproxy statement of the Company containing information required by Regulation 14A under the Exchange Act to be filed with the SEC in connection with the Mergers (the "Company Proxy Statement"), including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act Exchange Act. The representations and warranties contained in this Section 3.09(a) will not apply to statements or omissions in the Exchange Act and Company Disclosure Documents based upon information furnished to the rules and regulations of the SEC thereunderCompany by MergerSub for use therein. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, and at the time such stockholders vote on adoption of this Agreement and the Form F-1/F-4Mergers, the Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document, other than the Canadian Securities AuthoritiesCompany Proxy Statement, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Unitsany required distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c3.09(b) will not apply to statements or omissions in the Company Disclosure Documents based upon information furnished to the Company by MergerSub for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is Subsidiary that the Company furnishes to MergerSub for use in any document filed by MergerSub with the SECSEC will not, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof and at the time of any amendment or supplement required distribution 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated by the Company to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder1934 Act. (b) At Any Company Disclosure Document (other than the Company Proxy Statement), at the time of the Form F-1/F-4 filing of such Company Disclosure Document or any supplement or amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended of any distribution or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementeddissemination thereof, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b5.09(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent specifically for use in the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authoritiesfiling thereof, at the time of any time it is amended distribution or supplemented dissemination thereof and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement, including the Schedule 14D-9, the Schedule 13E-3 to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 Merger and any amendments or supplements theretothereto (collectively, the “Company Disclosure Documents”), 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 of the SEC thereunderAct. (b) At Any Company Disclosure Document, at the time of the Form F-1/F-4 filing of such Company Disclosure Document or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended of such distribution or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementeddissemination thereof, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in under which they were made, not misleading. (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use (or incorporation by reference) in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will 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 were made, not misleading. The representations and warranties contained in this Section 5.09 shall not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information supplied by Parent or Merger Subsidiary or on their behalf specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (the "COMPANY PROXY STATEMENT"), to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act Exchange Act. The representations and warranties contained in this Section 3.09(a) will not apply to statements or omissions included in the Exchange Act and Company Disclosure Documents based upon information furnished to the rules and regulations of the SEC thereunderCompany in writing by MergerSub specifically for use therein. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c3.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to MergerSub in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement will15 21 MergerSub Disclosure Documents (as defined in Section 6.01) will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the meeting of 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 made therein, in the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s shareholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, and the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunderAct. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to shareholders of the SEC, Company and at the time such shareholders vote on approval of the Form F-1/F-4Merger and at the Effective Time, as amended and (ii) Company Disclosure Documents (other than the Company Proxy Statement), at the time of the filing of such Company Disclosure Documents or supplemented, is declared effective under any supplement or amendment thereto and at the Securities Act, the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will 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 A-14 the statements made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b4.6(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent or Merger Sub in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with filing of the Canadian Securities AuthoritiesSchedule TO, at the time of any time it is amended distribution or supplemented dissemination of the Offer Documents and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document None of the information supplied or to be supplied by Parent in writing for inclusion or incorporation by reference in (i) the Schedule 14D-9 will, at the time filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be filed by stated therein or necessary to make the Parent Entities with statements therein, in light of the SEC circumstances under which they were made, not misleading or (ii) Proxy Statement will, at the date of mailing to 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 connection with order to make the Reincorporation Mergerstatements therein, in light of the Share Exchange circumstances under which they were made, not misleading. The Registration Statement and the other TransactionsSchedule TO, including at the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, when time 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and Schedule TO at the time it is filed, and the Form F-1/F-4, as amended or supplemented, is declared Registration Statement at the time it becomes effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b5.13 will not apply to statements included in or omissions from the Schedule TO or the Registration Statement based upon information furnished to Parent in writing by the Company for inclusion in the Registration Statement. (b) The information with respect to statements made or incorporated by reference therein based on information supplied by Parent and any of its Subsidiaries that Parent furnishes to the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied use by the Company specifically for inclusion in the Schedule 14D-9 or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, Information Statement will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 the light of the circumstances in under which they were made, not misleading, (i) in the case of the Schedule 14D-9, at the time of the filing of the Schedule 14D-9 and at the time of any distribution or dissemination thereof and at the consummation of the Offer and (ii) in the case of the Information Statement, as supplemented or amended, if applicable, at the time of the filing of such Information Statement or any amendment or supplement thereto or at the time it is first mailed to stockholders of the Company and at the time such stockholders vote, or otherwise act, on adoption of this Agreement.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied provided by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives Farnell for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement (or any amendment or supplement thereto) will, at (i) on the date it the Proxy Statement (or such amendment or supplement) is first mailed to holders the shareholders of Company Common Stock the Company, (ii) at the time the Registration Statement (or such amendment or supplement) becomes effective or (iii) at the time of the Company Shareholders Shareholder Meeting (as amended or at the time of any amendment or supplement thereofsupplemented prior to such time, if applicable), 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 in under which they were are made, not misleading. (b) None of the information included or incorporated by reference in the UK Disclosure Document (or any amendment or supplement thereto) will, (i) on the date the UK Disclosure Document (or such amendment or supplement) is first mailed to the shareholders of Farnell, (ii) on the last day for acceptance and payment under the rights issue being made by Farnell (as amended or supplemented prior to such time, if applicable) or (iii) at the time of the Company Shareholder Meeting (as amended or supplemented prior to such time, if applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The UK Disclosure Document will contain all information required to comply in all material respects with all statutory and other legal provisions of the United Kingdom, the rules and requirements of the LSE and the Listing Rules of the LSE. (c) The representations and warranties contained in this Section 4.9 will not apply to statements or omissions included in the Registration Statement, Proxy Statement or UK Disclosure Document based upon information furnished to Farnell by the Company for use therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated by the Company to its stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including, without limitation, the Schedule 14D-9 and the information statement to be filed by the Company with the SEC in connection with the Reincorporation MergerOffer pursuant to Rule 14f-1 promulgated under the Exchange Act (as amended or supplemented from time to time, the Share Exchange and the other Transactions“Information Statement”), including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretowill, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act Exchange Act. The representations and warranties contained in this Section 3.17(a) will not apply to statements or omissions included in the Exchange Act and Company Disclosure Documents based upon information furnished to the rules and regulations Company in writing by Parent or Merger Sub or any of the SEC thereundertheir representatives specifically for use therein. (b) At the time of the Form F-1/F-4 or filing of any amendment or supplement thereto is filed Company Disclosure Document, the Schedule 14D-9 and the Information Statement with the SEC, and at the respective times such documents and any amendments or supplements thereto are distributed or disseminated to stockholders of the Company, such documents will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.17(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub or any of their representatives specifically for use therein. (c) The information with respect to the Company or any of its subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the Form F-1/F-4, as amended filing thereof with the SEC and at the time of any distribution or supplemented, is declared effective under dissemination thereof to stockholders of the Securities Act, the Form F-1/F-4, as amended or supplementedCompany, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities AuthoritiesCompany Proxy Statement, at the time of any time it is amended or supplemented distribution thereof and at the time it is mailed to holders of Parent LP Unitsconsummation of the Offer, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(cSubsection 4.9(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the 13 Schedule 13E-3, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Company Proxy Statement, if one is required, or any amendment or supplement thereto is filed with first mailed to shareholders of the SEC, Company and at the time such shareholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities AuthoritiesCompany Proxy Statement, at the time of any time it is amended or supplemented distribution thereof and at the time it is mailed to holders of Parent LP Unitsconsummation of the Offer, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(cSubsection 410 will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document Promptly after the execution of this Agreement, the Company and Mira jointly shall prepare and complete the Filing Statement together with any other documents required to be filed by the Parent Entities with BCCA, Applicable Securities Laws and other applicable laws and the SEC rules and policies of the TSX and TSXV in connection with the Reincorporation Merger, the Share Exchange Mira Meeting and the other TransactionsAcquisition, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, when filed, distributed or disseminatedMira shall, as applicablepromptly as reasonably practicable after obtaining the approval of the TSX and TSXV, if required, cause the Filing Statement to be filed on SEDAR. (b) Mira represents and warrants that the Mira Meeting Materials do and the Filing Statement will comply as to form in all material respects with all applicable laws (including Applicable Securities Laws), and, without limiting the applicable requirements generality of the Securities Act foregoing, that the Mira Meeting Materials and the Exchange Act and the rules and regulations of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will Filing Statement shall not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, contained therein not misleading in light of the circumstances under in which they were made, are made (provided that Mira shall not misleading, except be responsible for the accuracy of any information relating to the Company or the Resulting Issuer that no representation or warranty is made by the Parent Entities furnished in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied writing by the Company specifically for inclusion or incorporation by reference in such documentsthe Filing Statement). (c) At The Company represents and warrants that any information or disclosure relating to the time Company or the Canadian Prospectus or any amendment or supplement thereto Resulting Issuer that is filed furnished in writing by the Company for inclusion in the Filing Statement (the “Company Filing Statement Disclosure”) will comply in all material respects with all applicable laws (including Applicable Securities Laws), and, without limiting the Canadian Securities Authoritiesgenerality of the foregoing, at any time it is amended or supplemented and at that the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will Company Filing Statement Disclosure shall not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, contained therein not misleading in light of the circumstances under in which they were are made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At Promptly after the time execution of this Agreement, the Form F-3 or Company shall prepare and complete the Company Shareholder Materials together with any amendment or supplement thereto is filed other documents required by the DGCL in connection with the SECCompany Approval, and at the time the Form F-3Company shall, as amended promptly as reasonably practicable after the date hereof cause the Company Shareholder Materials and other documentation required in connection with the Company Approval to be sent to each shareholder of the Company and other Persons as required by its constating documents and applicable laws, in each case so as to permit the Company Approval to be obtained on or supplementedbefore April 14, is declared effective under 2014. (e) The Company shall ensure that the Securities ActCompany Shareholder Materials comply in all material respects with all applicable laws, and, without limiting the Form F-3generality of the foregoing, as amended or supplemented, will that the Company Shareholder Materials shall not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, contained therein not misleading in light of the circumstances under in which they were are made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (ef) None of the information supplied or The Company, Mira and their respective legal counsel shall be given a reasonable opportunity to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time review and comment on drafts of the Company Shareholders Shareholder Materials and the Filing Statement and other documents related thereto, and reasonable consideration shall be given to any comments made by the Company, Mira and their respective counsel, provided that all information relating solely to Mira included in the Mira Meeting Materials, the Filing Statement or the Company Shareholder Materials, as the case may be, shall be in form and content satisfactory to Mira, acting reasonably, and all information relating solely to the Company included in the Mira Meeting Materials, the Filing Statement or the Company Shareholder Materials, as the case may be, shall be in form and content satisfactory to the Company, acting reasonably. (g) Mira and the Company shall promptly notify each other if at any time before the time date of any amendment the Mira Meeting in respect of the Mira Meeting Materials, the date of filing in respect of the Filing Statement or supplement thereofthe date of the Company Approval in respect of the Company Shareholder Materials, contain any either party becomes aware that the Mira Meeting Materials, the Filing Statement or the Company Shareholder Materials, as the case may be, contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, contained therein not misleading in light of the circumstances in which they were are made, or that otherwise requires an amendment or supplement to the Mira Meeting Materials, the Filing Statement or the Company Shareholder Materials, as the case may be, and the Parties shall cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriate. (h) Mira represents, warrants, covenants and agrees with the Company that Mira: (i) has mailed to its shareholders the Mira Meeting Materials in accordance with its constating documents and applicable laws; (ii) subject to applicable law (including in the event quorum is not misleadingsatisfied) will not, without the prior written consent of the Company, adjourn, postpone or delay the Mira Meeting and, if requested by the Company in writing, Mira will adjourn, postpone or delay the Mira Meeting; (iii) prior to the Closing, will effect the Consolidation, Name Change and Share Amendment, subject to obtaining the requisite shareholder approval and the prior written consent of the Company; (iv) except for non-substantive communications, will furnish promptly to the Company a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (i) the Merger and the Subsequent Merger; (ii) the Consolidation; (iii) the Share Amendment; (iv) any filings under Applicable Securities Laws; and (v) any dealings with regulatory agencies in connection with the transactions contemplated herein; and (v) will immediately notify the Company of any legal or governmental action, suit, judgment, investigation, injunction, complaint, action, suit, motion, judgement, regulatory investigation, regulatory proceeding or similar proceeding by any Person, Governmental Authority or other regulatory body, whether actual or threatened, with respect to the Acquisition or which could otherwise delay or impede the transactions contemplated hereby.

Disclosure Documents. (ai) Each document required to be filed by the Parent Entities Cabot with the SEC in connection with the Reincorporation Offer, the Merger, the Share Exchange Transaction Documents and the other Transactionstransactions contemplated thereby (the "Cabot Disclosure Documents"), including the Form F-1/F-4Schedule 14D-9 (including information required by 14f-1 under the Exchange Act), the Form F-3 Proxy Statement or information statement containing the information required by Regulation 14A, if any, to be filed by Cabot with the SEC in connection with the Merger and any amendments or supplements thereto, will, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the provisions of applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunderfederal securities laws. (bii) At the time the Form F-1/F-4 Schedule 14D-9 and the Proxy Statement or information statement containing the information required by Regulation 14A, if any, including any amendment or supplement thereto is filed with the SEC, is first mailed, published or given to the Cabot Common Shareholders and at the time of the Form F-1/F-4Cabot Common Shareholder Meeting, each of the Schedule 14D-9 and the Proxy Statement or information statement containing the information required by Regulation 14A as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is Cabot Disclosure Document (other than the Proxy Statement) filed with after the Canadian Securities Authoritiesdate of this Agreement, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, such Cabot Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in Section 4.1(y)(i) and this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.4.1(y)

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Mergertransactions contemplated by this Agreement (the "Parent Disclosure Documents"), including, without limitation, (i) the Form TO/A, (ii) the Exchange Form TO, (iii) the Exchange Form S-4 and (iv) the Merger Form S-4 (as defined in Section 9.01) to be filed with the SEC in connection with the Offer, the Share Exchange and Offer or the other Transactions, including the Form F-1/F-4, the Form F-3 Merger and any amendments or supplements theretothereto will, 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 except that no representation or warranty is made hereby with respect to any information furnished to Parent by the rules and regulations of Company in writing specifically for inclusion in the SEC thereunderCompany Disclosure Documents. (b) At the time the Form F-1TO/F-4 A, the Exchange Form TO, the Exchange Form S-4 and the Merger Form S-4 or any amendment or supplement thereto is filed first mailed to stockholders of the Company, and, with respect to the Exchange Form S-4 and the Merger Form S-4 only, at the time such Form S-4 is declared effective by the SEC, and at the time the Form F-1TO/F-4A, the Exchange Form TO, the Exchange Form S-4 and the Merger Form S-4, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus filing of any Parent Disclosure Document other than the Exchange Form S-4 or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented Merger Form S-4 and at the time it is mailed to holders of any distribution thereof, such Parent LP Units, the Canadian Prospectus, as amended or supplemented, Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c6.09(b) with respect will not apply to statements made or incorporated by reference therein omissions included in the Parent Disclosure Documents based on upon information supplied furnished to Parent in writing by the Company specifically for inclusion or incorporation by reference in such documentsuse therein. (dc) At Neither the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) information with respect to statements made Parent or incorporated by reference therein based on information supplied by any Parent Subsidiary that Parent furnishes in writing to the Company specifically for inclusion or incorporation use in the Company Disclosure Documents nor the information incorporated by reference in such documents. (e) None of from documents filed by Parent with the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement SEC will, at the date it is first mailed time of the provision thereof to holders of Company Common Stock Parent or at the time of the Company Shareholders Meeting or filing thereof by Parent with the SEC, as the case may be, and at the time of any amendment or supplement thereofthe meeting of the Company's stockholders, if any, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (the "Company Proxy Statement") and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act, if any, to be filed with the SEC in connection with the Offer and/or the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 Exchange Act, except that no representation or warranty is made hereby with respect to any information supplied by Buyer expressly for inclusion in the Exchange Act and the rules and regulations of the SEC thereunderCompany Disclosure Documents. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, at the time such stockholders vote on adoption of this Agreement and at the time Effective Time, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c4.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on The information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock registration statement on Form S-4 or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofthereto pursuant to which shares of Parent Common Stock issuable as the Mixed Election Stock Consideration or Stock Election Consideration will be registered with the SEC (as amended or supplemented from time to time, the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes 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, in light of the circumstances in under which they were made, not misleading. The proxy statement of the Company to be filed with the SEC in connection with the Mergers (as amended or supplemented from time to time, the “Proxy Statement”) will, when filed, comply as to form in all material respects with the applicable requirements of the 1934 Act. At the time the Proxy Statement and any amendments or supplements thereto is first mailed to the stockholders of the Company and at the time of the Company Stockholder Approval, the Proxy Statement, as supplemented or amended, if applicable, will 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 were made, not misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement based upon information supplied by Parent, the Merger Subs or any of their respective representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, at the time such stockholders vote on adoption of this Agreement and at the time Effective Time, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c4.9(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company by Buyer specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to Buyer specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder1934 Act. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Form F-1/F-4Company Proxy Statement), as amended at the time of the filing of such Company Disclosure Document or supplemented, is declared effective under any supplement or amendment thereto and at the Securities Act, the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b7.06(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company specifically for inclusion or incorporation Disclosure Documents based upon information furnished to the Company by reference in such documentsParent. (c) At The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent for use in the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authoritiesfiling thereof, at the time of any time it is amended distribution or supplemented dissemination thereof and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, at the time such stockholders vote on adoption of this Agreement and at the time Effective Time, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The obligations of the Company contained in this Section 6.07(c6.03(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Purchaser specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to Parent or Purchaser in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Documents will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (ai) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "Com- pany Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Com- pany (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, 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 of the SEC thereunderAct. (bii) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adop- tion of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supple- mented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) mis- leading. At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representa- tions and warranties contained in this Section 6.07(c4.1(f)(ii) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein. (iii) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any subsidiary that the Company furnishes to Parent or Merger Subsidiary in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willOffer Docu- ments will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the consummation of the Offer, 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document Promptly after the execution of this Agreement, the Company and FogChain jointly shall prepare and complete the Listing Statement together with any other documents required to be filed by the Parent Entities with OBCA, Applicable Securities Laws and other applicable Laws and the SEC rules and policies of the CSE in connection with the Reincorporation MergerAcquisition, and FogChain shall cause the Share Exchange Listing Statement to be filed on SEDAR as promptly as reasonably practicable after obtaining the approval of the CSE. (b) FogChain represents, warrants and covenants that the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, Listing Statement will comply as to form in all material respects with all applicable Laws (including Applicable Securities Laws), and, without limiting the applicable requirements generality of the Securities Act and foregoing, that the Exchange Act and the rules and regulations of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will Listing Statement shall not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, contained therein not misleading in light of the circumstances under in which they were are made, provided that FogChain shall not misleading, except be responsible for the information relating to the Company or the Resulting Issuer that no representation or warranty is made by the Parent Entities furnished in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied writing by the Company specifically for inclusion or incorporation by reference in such documentsthe Listing Statement. (c) At The Company represents and warrants that any information or disclosure relating to the time Company that is furnished in writing by the Canadian Prospectus or any amendment or supplement thereto is filed with Company for inclusion in the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP UnitsListing Statement (collectively, the Canadian Prospectus“Company Disclosure”) will comply in all material respects with all applicable Laws (including Applicable Securities Laws), as amended or supplementedand, will without limiting the generality of the foregoing, that the Company Disclosure shall not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, contained therein not misleading in light of the circumstances under in which they were are made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At The Company, FogChain and their respective legal counsel shall be given a reasonable opportunity to review and comment on drafts of the time the Form F-3 or any amendment or supplement thereto is filed with the SECListing Statement and other documents related thereto, and reasonable consideration shall be given to any comments made by the Company, FogChain and their respective counsel, provided that all information relating solely to FogChain included in the Listing Statement shall be in form and content satisfactory to FogChain, acting reasonably, and all information relating solely to the Company included in the Listing Statement shall be in form and content satisfactory to the Company, acting reasonably. (e) FogChain and the Company shall promptly notify each other if at any time before the time date of filing in respect of the Form F-3Listing Statement, as amended or supplemented, is declared effective under either party becomes aware that the Securities Act, the Form F-3, as amended or supplemented, will not contain any Listing Statement contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, contained therein not misleading, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, misleading in light of the circumstances in which they were are made, not misleadingor that otherwise requires an amendment or supplement to the Listing Statement and the Parties shall cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required by applicable Law or appropriate as determined jointly by the Parties hereto. (f) Each of FogChain and the Company covenants and agrees with the other: (i) except for non-substantive communications, it will furnish promptly to the other party, as applicable, a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with the Merger, the Consolidation, the Name Change, any filings under Applicable Securities Laws and any dealings with regulatory agencies in connection with the transactions contemplated herein; and (ii) will immediately notify the other party of any legal or governmental action, suit, judgment, investigation, injunction, complaint, action, suit, motion, judgement, regulatory investigation, regulatory proceeding or similar proceeding by any Person, Government Agency or other regulatory body, whether actual or threatened, with respect to the Acquisition or which could otherwise delay or impede the transactions contemplated hereby.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the Reincorporation Merger, transactions contemplated by this Agreement (the Share Exchange and the other Transactions“Company Disclosure Documents”), including the Form F-1/F-4Schedule 14D-9, the Form F-3 proxy or information statement of the Company (the “Proxy Statement”), if any, to be filed with the SEC for use in connection with the solicitation of proxies from the Company’s stockholders in connection with the Merger and the Stockholder Meeting, and any 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 1934 Act. The representations and warranties contained in this Section 5.09(a) will not apply to statements or omissions included in the Exchange Act and Company Disclosure Documents based upon information furnished to the rules and regulations of the SEC thereunderCompany in writing by Parent or Merger Subsidiary specifically for use therein. (b) At (i) The Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Form F-1/F-4Proxy Statement), as amended at the time of the filing of such Company Disclosure Document or supplemented, is declared effective under any supplement or amendment thereto and at the Securities Act, the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b5.09(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willSchedule TO and the Offer Documents, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing of the Schedule TO, at the time of any amendment distribution or supplement thereofdissemination of the Offer Documents and at the time of the consummation of the Offer, will 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 made therein, in the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed The information supplied by the Parent Entities with Company in writing for inclusion or incorporation by reference in the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the registration statement on Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 S-4 or any amendment or supplement thereto is filed pursuant to which Parent Shares issuable as part of the Merger Consideration will be registered with the SEC, and SEC (the “Registration Statement”) shall not at the time the Form F-1/F-4, as amended or supplemented, Registration Statement is declared effective under by the Securities ActSEC (or, with respect to any post-effective amendment or supplement, at the Form F-1/F-4, as amended time such post-effective amendment or supplemented, will not supplement becomes 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, in light of the circumstances under which they were made, therein not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on . The information supplied by the Company specifically in writing for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus proxy statement/prospectus, or any amendment or supplement thereto is filed thereto, to be sent to the Company stockholders in connection with the Canadian Securities AuthoritiesMerger and the other transactions contemplated by this Agreement (the “Proxy Statement/Prospectus”) shall not, at any time it is amended or supplemented and at on the time it is mailed to holders of Parent LP Units, date the Canadian Proxy Statement/Prospectus, as amended and any amendments or supplementedsupplements thereto, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders the stockholders of the Company Common Stock or at the time of a meeting of such stockholders for purpose of adopting this Agreement and approving the Company Shareholders Meeting Merger (including any adjournment or at the time of any amendment or supplement postponement thereof, the “Company Meeting”) or Requisite Company Vote 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 in under which they were made, not misleading. (b) The representations and warranties contained in this ‎ ‎Section 4.09 will not apply to statements or omissions included or incorporated by reference in the Registration Statement or Proxy Statement/Prospectus based upon information supplied in writing by Parent, Merger Sub or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) Each document required None of the information supplied or to be supplied by or on behalf of Real Goods for inclusion or incorporation by reference in the registration statement to be filed by the Parent Entities with the SEC by Gaiam in connection with the Reincorporation Mergerissuance of shares of Gaiam Class A in the Merger (the "REGISTRATION STATEMENT") will, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared Registration Statement becomes effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) . None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives on behalf of Real Goods for inclusion or incorporation by reference in the Proxy Statement proxy statement/prospectus, in definitive form, relating to the Real Goods Shareholder Meeting (as hereinafter defined), or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "PROXY STATEMENT") will, at the date it is first dates mailed to holders of Company Common Stock or shareholders and at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofReal Goods 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 in under which they were are made, not misleading. Real Goods will promptly inform Gaiam of the happening of any event prior to the Effective Time which would render such information regarding Real Goods incorrect in any material respect or require the amendment of the Proxy Statement. The Proxy Statement (except for information relating solely to Gaiam and Gaiam Subsidiary) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation MergerMergers (but excluding the Financing) (the "Company Disclosure Documents"), including, without limitation, any Report on Form 8-K to be filed by the Share Exchange Company in respect of this Agreement, and the other Transactionsproxy statement of the Company containing information required by Regulation 14A under the Exchange Act to be filed with the SEC in connection with the Mergers (the "Company Proxy Statement"), including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act Exchange Act. The representations and warranties contained in this Section 3.9(a) will not apply to statements or omissions in the Exchange Act and Company Disclosure Documents based upon information furnished to the rules and regulations of the SEC thereunderCompany by MergerSub for use therein. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SECCompany, and at the time such stockholders vote on adoption of this Agreement and the Form F-1/F-4Mergers, the Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document, other than the Canadian Securities AuthoritiesCompany Proxy Statement, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Unitsany required distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(c3.9(b) will not apply to statements or omissions in the Company Disclosure Documents based upon information furnished to the Company by MergerSub for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is Subsidiary that the Company furnishes to MergerSub for use in any document filed by MergerSub with the SECSEC will not, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof and at the time of any amendment or supplement required distribution 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 the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and The S-4 shall not at the time the Form F-1/F-4, as amended or supplemented, S-4 is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) SEC (or, with respect to statements made any post-effective amendment or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At supplement, at the time the Canadian Prospectus or any such post-effective amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(cbecomes effective) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in under which they were made, not misleading. (b) The Proxy Statement shall not, on the date the Proxy Statement, and any amendments or supplements thereto, is first mailed to the shareholders of Parent, or at the time of the Parent Shareholder Approvals 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. (c) The information supplied by Parent in writing specifically for inclusion in the Company Disclosure Documents, the Reply Document and the Offer Documents shall not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. (d) Each document required to be filed by Parent or Purchaser with the AMF in connection with the transactions contemplated by this Agreement, and any amendments or supplements thereto, when filed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the General Rules of the AMF and will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. (e) The representations and warranties contained in this Section 6.08 will not apply to statements or omissions included or incorporated by reference in the S-4, the Proxy Statement, the Company Disclosure Documents, the Reply Document or the Offering Documents based upon information supplied in writing by the Company or any Seller or any of their Representatives specifically for inclusion therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9 and the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder1934 Act. (bi) At The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Form F-1/F-4Company Proxy Statement), as amended at the time of the filing of such Company Disclosure Document or supplemented, is declared effective under any supplement or amendment thereto and at the Securities Act, the Form F-1/F-4, as amended time of any distribution or supplementeddissemination thereof, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities . The representations and warranties contained in this Section 6.07(b4.09(b) with respect will not apply to statements made or incorporated by reference therein based on information supplied by omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for inclusion or incorporation by reference in such documentsuse therein. (c) At The information with respect to the Company or any of its subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authoritiesfiling thereof, at the time of any time it is amended distribution or supplemented dissemination thereof and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplementedconsummation of the Offer, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required None of the information supplied or to be filed supplied by the Parent Entities with Company in writing for inclusion or incorporation by reference in (i) the SEC in connection with Schedule TO or the Reincorporation Merger, the Share Exchange and the other TransactionsRegistration Statement, including the Form F-1/F-4Prospectus, the Form F-3 and any amendments or supplements theretowill, 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 of the SEC thereunder. (b) At at the time the Form F-1/F-4 or any amendment or supplement thereto is they are filed with the SEC, and the Offer Documents at the time they are distributed or disseminated, and at the Form F-1/F-4time of the consummation of the Offer, as amended or supplementedand, is declared in the case of the Registration Statement, including the Prospectus, at the time it becomes effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not 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 misleadingmisleading or (ii) the prospectus included in the Registration Statement relating to the issuance of shares of Parent Common Stock in connection with the Offer and the Merger (together with any amendments or supplements thereto, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect “Prospectus”), and if applicable, the proxy statement relating to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion Stockholders Meeting (together with any amendments or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Unitssupplements thereto, the Canadian Prospectus, as amended or supplemented, will not contain any untrue statement of “Proxy Statement” (it being understood and agreed that if a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, Change in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities ActStructure Event occurs, the Form F-3, Prospectus and Proxy Statement shall be combined in one document and shall be referred to as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement Statement) will, at the date it is first mailed of mailing to holders of Company Common Stock or stockholders and at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofStockholders 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 in under which they were made, not misleading. The Proxy Statement, at the time mailed, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 4.19 will not apply to statements included in or omissions from the Proxy Statement based upon information furnished in writing to the Company by Parent or Merger Sub for inclusion in the Proxy Statement. (b) The Schedule 14D-9, at the time filed with the SEC and at the time distributed or disseminated, and the Information Statement, as supplemented or amended, if applicable, at the time filed with the SEC and at the time mailed to stockholders of the Company and at the time such stockholders vote, or otherwise act, on adoption of this Agreement, will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and, at the time of such filing, at the time of such distribution or dissemination, and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that this representation and warranty will not apply to statements or omissions included in the Schedule 14D-9 and the Information Statement based upon information furnished to the Company in writing by Parent or Merger Sub specifically for use therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC in connection with the Reincorporation transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (the "COMPANY PROXY STATEMENT"), to be filed with the SEC in connection with the Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretothereto will, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act Exchange Act. The representations and warranties contained in this Section 3.09(a) will not apply to statements or omissions included in the Exchange Act and Company Disclosure Documents based upon information furnished to the rules and regulations of the SEC thereunderCompany in writing by MergerSub specifically for use therein. (b) At the time the Form F-1/F-4 Company Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time such stockholders vote on adoption of this Agreement, the Form F-1/F-4Company Proxy Statement, as amended supplemented or supplementedamended, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedif applicable, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) . At the time of the Canadian Prospectus or filing of any amendment or supplement thereto is filed with Company Disclosure Document other than the Canadian Securities Authorities, at any time it is amended or supplemented Company Proxy Statement and at the time it is mailed to holders of Parent LP Unitsany distribution thereof, the Canadian Prospectus, as amended or supplemented, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a 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 made, not misleading, except that no representation or warranty is made by Parent . The representations and warranties contained in this Section 6.07(cwill not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (c) The information with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Subsidiary that the Company furnishes to MergerSub in writing specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference use in the Proxy Statement willMergerSub Disclosure Documents (as defined in Section 6.01) will not, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or filing thereof, at the time of any amendment or supplement thereofdistribution thereof and at the time of the meeting of 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 made therein, in the light of the circumstances in under which they were made, not misleading.

Disclosure Documents. (a) Each document Promptly after the execution of this Agreement, the Purchaser and TargetCo will jointly prepare a Preliminary Prospectus together with any other documents required to be filed by the Parent Entities with the SEC Principal Regulator and Applicable Securities Laws in connection with the Reincorporation Mergerintended Financing. (b) Concurrently with the preparation of the Preliminary Prospectus, the Share Exchange Purchaser and TargetCo will jointly prepare a Listing Statement together with any other documents that may be required by Applicable Securities Laws and other Applicable Laws and the other Transactionsrules and policies of the CSE in connection with the intended listing of the Purchaser’s Common Shares on the CSE. (c) Notwithstanding the above Sections 2.06(a) and 2.06(b), including TargetCo’s principals will make commercially reasonable efforts to assist the Form F-1/F-4, Purchaser to prepare a Final Prospectus and to finalize the Form F-3 Listing Statement. (d) The Purchaser represents and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, warrants that the Disclosure Documents will comply as to form in all material respects with all Applicable Laws (including applicable securities law), and, without limiting the applicable requirements generality of the Securities Act and foregoing, that the Exchange Act and the rules and regulations of the SEC thereunder. (b) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, Disclosure Documents will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, contained therein not misleading in light of the circumstances under in which they were made, are made (provided that the Purchaser will not misleading, except be responsible for the accuracy of any information relating to TargetCo that no representation or warranty is made furnished in writing by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically TargetCo for inclusion or incorporation by reference in such documentsthe Disclosure Documents). (ce) At TargetCo represents and warrants that any information or disclosure relating to TargetCo that is furnished in writing by TargetCo for inclusion in the time Disclosure Documents will comply in all material respects with all Applicable Laws (including Applicable Securities Laws), and, without limiting the Canadian Prospectus or any amendment or supplement thereto is filed with generality of the Canadian Securities Authoritiesforegoing, at any time it is amended or supplemented and at that the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, Disclosure Documents will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, contained therein not misleading in light of the circumstances under in which they were made, are made (provided that TargetCo will not misleading, except be responsible for the accuracy of any information relating to the Purchaser that no representation or warranty is made by Parent furnished in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied writing by the Company specifically Purchaser for inclusion or incorporation by reference in such documentsthe Disclosure Documents). (df) At TargetCo, the time Purchaser and their respective legal counsel will be given a reasonable opportunity to review and comment on drafts of the Form F-3 or any amendment or supplement Disclosure Documents and other documents related thereto is filed with and to the SECTransaction, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Actreasonable consideration will be given to any comments made by TargetCo, the Form F-3Purchaser and their respective counsel, as amended or supplementedprovided that all information relating solely to the Purchaser included in the Disclosure Documents will be in form and content satisfactory to the Purchaser, acting reasonably, and all information relating solely to TargetCo included in the Disclosure Documents will not be in form and content satisfactory to TargetCo, acting reasonably. (g) The Purchaser and TargetCo will promptly notify each other if at any time before the date of filing in respect of the Disclosure Documents, either party becomes aware that the Disclosure Documents contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, contained therein not misleading, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, misleading in light of the circumstances in which they were are made, not misleadingor that otherwise require an amendment or supplement to the Disclosure Documents and the parties will cooperate in the preparation of any amendment or supplement to such documents, as the case may be, as required or appropriate.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated by the Company to its stockholders in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9 and the information statement to be filed by the Company with the SEC in connection with the Reincorporation MergerOffer pursuant to Rule 14f-1 promulgated under the Exchange Act (as amended or supplemented from time to time, the Share Exchange and the other Transactions"INFORMATION STATEMENT"), including the Form F-1/F-4, the Form F-3 and any amendments or supplements theretowill, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Securities Act Exchange Act. The representations and warranties contained in this Section 3.17(a) will not apply to statements or omissions included in the Exchange Act and Company Disclosure Documents based upon information furnished to the rules and regulations Company in writing by Parent or Merger Sub or any of the SEC thereundertheir representatives specifically for use therein. (b) At the time of the Form F-1/F-4 or filing of any amendment or supplement thereto is filed Company Disclosure Document, the Schedule 14D-9 and the Information Statement with the SEC, and at the respective times such documents and any amendments or supplements thereto are distributed or disseminated to stockholders of the Company, such documents will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.17(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub or any of their representatives specifically for use therein. (c) The information with respect to the Company or any of its subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the Form F-1/F-4, as amended filing thereof with the SEC and at the time of any distribution or supplemented, is declared effective under dissemination thereof to stockholders of the Securities Act, the Form F-1/F-4, as amended or supplementedCompany, will 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders 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 therein, in light of the circumstances in which they were made, not misleading.

Disclosure Documents. (a) Each document required With respect to be filed by Parent, the Parent Entities with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 Registration Statement and any amendments amendment or supplements supplement (i) 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 of the SEC thereunder. (bii) At the time the Form F-1/F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplementedit becomes effective, will 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 were made, therein not misleading, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (cb) At With respect to Parent, the time Joint Proxy Statement/Prospectus and any amendments or supplements thereto (i) will, when filed, comply as to form in all material respects with the Canadian applicable requirements of the Exchange Act and (ii) will not, on the date the Joint Proxy Statement/Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is first mailed to holders the shareholders of Parent LP Units, and the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SECCompany, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not 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, except that no representation or warranty is made by Required Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Vote and Required Company specifically for inclusion or incorporation by reference in such documents. (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Common Stock or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereofVote, 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 in under which they were made, not misleading. (c) With respect to the Company, none of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Parent Registration Statement or Joint Proxy Statement/Prospectus or any amendment or supplement thereto will (i) at the time the Parent Registration Statement or any amendment or supplement thereto becomes effective (in the case of the Parent Registration Statement), or (ii) on the date the Joint Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to the shareholders of Parent and the Company, and at the time of the Required Parent Vote and Required Company Vote (in the case of the Joint Proxy Statement/Prospectus), 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. (d) Notwithstanding the foregoing provisions of this Section 3.23, no representation or warranty is made by Parent with respect to statements made or incorporated by reference in the Parent Registration Statement or the Joint Proxy Statement/Prospectus based on information supplied by or on behalf of the Company in writing specifically noted for inclusion or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent Entities Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, the Proxy Statement, if any, to be filed with the SEC in connection with the Reincorporation Merger, the Share Exchange and the other Transactions, including the Form F-1/F-4, the Form F-3 and any 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 of the SEC thereunder1934 Act. (bi) At The Proxy Statement, as supplemented or amended, if applicable, at the time the Form F-1/F-4 such Proxy Statement or any amendment or supplement thereto is filed with first mailed to stockholders of the SEC, Company and at the time the Form F-1/F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-1/F-4, as amended or supplemented, will not contain any untrue statement such stockholders vote on adoption 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, except that no representation or warranty is made by the Parent Entities in this Section 6.07(b) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (c) At the time the Canadian Prospectus or any amendment or supplement thereto is filed with the Canadian Securities Authorities, at any time it is amended or supplemented and at the time it is mailed to holders of Parent LP Units, the Canadian Prospectus, as amended or supplemented, will not 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, except that no representation or warranty is made by Parent in this Section 6.07(c) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. (d) At the time the Form F-3 or any amendment or supplement thereto is filed with the SECAgreement, and at the time the Form F-3, as amended or supplemented, is declared effective under the Securities Act, the Form F-3, as amended or supplemented, will not contain (ii) 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, except that no representation or warranty is made by Parent in this Section 6.07(d) with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents. Disclosure Document (e) None of the information supplied or to be supplied by the Parent Entities, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in other than the Proxy Statement willStatement), at the date it is first mailed to holders of Company Common Stock or at the time of the filing of such Company Shareholders Meeting Disclosure Document or any supplement or amendment thereto and at the time of any amendment distribution or supplement dissemination thereof, will 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 in under which they were made, not misleading. (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will 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 were made, not misleading. The representations and warranties contained in this ‎Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information supplied by Parent or Merger Subsidiary or any of their representatives or advisors specifically for use or incorporation by reference therein.