Common use of Disclosure Documents Clause in Contracts

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the 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 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, as supplemented or amended, if applicable, at the 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Parent, Merger Sub or any other Parent Subsidiary for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementCompany, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andStockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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. (b) Notwithstanding anything to the contrary in this Section 5.8 or this Agreement, neither Parent nor Merger Sub makes any representation and or warranty will not apply with respect to statements made or incorporated, or omissions included included, in the Offer Documents Form S-4 or the Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The information with respect relating to Parent the Company and its Subsidiaries that is provided in writing by the Company, any of its subsidiaries that Parent furnishes Subsidiaries or any of their respective Representatives for inclusion or incorporation by reference in the Form F-4 or the Proxy Statement/Prospectus will not (i) in the case of the Form F-4, at the time the Form F-4 or any amendment or supplement thereto becomes effective and at the time of the Company Stockholder Meeting or (ii) in the case of the Proxy Statement/Prospectus, at the time the Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to the stockholders of the Company in writing specifically for use in any and at the time of the Company Disclosure Document will not Stockholder Meeting, 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 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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, . (b) The information relating to the Company and its Subsidiaries that is provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company, any of its Subsidiaries or any of their respective Representatives for inclusion or incorporation by reference in the Parent Circular will not, at the time the Parent Circular or any amendment or supplement thereto is submitted to the FCA, at the time the Parent Circular or any amendment or supplement thereto is first mailed to the shareholders of Parent and at the time of the Parent Shareholder Meeting, contain any information or any expression of opinion, belief, expectation or intention which is untrue or inaccurate or omit a fact, the omission of which renders any information or expression in the Parent Circular inaccurate or misleading. (c) The information relating to the Company specifically and its Subsidiaries that is provided in writing by the Company, any of its Subsidiaries or any of their respective Representatives for use thereininclusion or incorporation by reference in a Parent Prospectus will not, at the time a Parent Prospectus or any amendment or supplement thereto is submitted to the FCA, at the time a Parent Prospectus or any amendment or supplement thereto is made available to the public in accordance with the Prospectus Regulation Rules and at the time the Parent Shares Admission becomes effective, contain any information or any expression of opinion, belief, expectation or intention which is untrue or inaccurate or omit a fact, the omission of which renders any information or expression in a Parent Prospectus inaccurate or misleading. (d) Notwithstanding the foregoing provisions of this Section 4.09, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form F-4, the Proxy Statement/Prospectus, a Parent Prospectus (if so required) or the Parent Circular that were not supplied by or on behalf of the Company.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the stockholders of the Company and at the time such stockholders vote on adoption of this AgreementCompany, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, or 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andStockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under 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, provided that 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. (b) Notwithstanding anything to the contrary in this Section 4.8 or this Agreement, the Company makes no representation and or warranty will not apply with respect to statements made or incorporated, or omissions included included, in the Offer Documents Form S-4 or the Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Parent, Merger Sub or any other Parent Subsidiary for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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. (b) The representations and warranties contained in this representation and warranty Section 5.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The information with respect relating to Parent and its Subsidiaries that is provided in writing by Parent, any of its subsidiaries that Parent furnishes Subsidiaries or any of their respective Representatives for inclusion or incorporation by reference in the Form F-4 or the Proxy Statement/Prospectus will not (i) in the case of the Form F-4, at the time the Form F-4 or any amendment or supplement thereto becomes effective and at the time of the Company Stockholder Meeting or (ii) in the case of the Proxy Statement/Prospectus, at the time the Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to the stockholders of the Company in writing specifically for use in any and at the time of the Company Disclosure Document will not Stockholder Meeting, 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 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents based upon . (b) The information furnished relating to Parent or Merger Subsidiary and its Subsidiaries that is provided in writing by Parent, any of its Subsidiaries or any of their respective Representatives for inclusion or incorporation by reference in the Company specifically Parent Circular will not, at the time the Parent Circular or any amendment or supplement thereto is submitted to the FCA, at the time the Parent Circular or any amendment or supplement thereto is first mailed to the shareholders of Parent and at the time of the Parent Shareholder Meeting, contain any information or any expression of opinion, belief, expectation or intention which is untrue or inaccurate or omit a fact, the omission of which renders any information or expression in the Parent Circular inaccurate or misleading. (c) The information relating to Parent and its Subsidiaries that is provided in writing by Parent, any of its Subsidiaries or any of their respective Representatives for use thereininclusion or incorporation by reference in a Parent Prospectus will not, at the time a Parent Prospectus or any amendment or supplement thereto is submitted to the FCA, at the time a Parent Prospectus or any amendment or supplement thereto is made available to the public in accordance with the Prospectus Regulation Rules, and at the time the Parent Shares Admission becomes effective, contain any information or any expression of opinion, belief, expectation or intention which is untrue or inaccurate or omit a fact, the omission of which renders any information or expression in a Parent Prospectus inaccurate or misleading. (d) Notwithstanding the foregoing provisions of this Section 5.09, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form F-4, the Proxy Statement/Prospectus, a Parent Prospectus (if so required) or the Parent Circular that were not supplied by or on behalf of the Parent, Bidco or either Merger Sub.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under 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, provided that 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. (b) The representations and warranties contained in this representation and warranty Section 4.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The None of the Offer Documents or the information with respect to supplied by Parent and any of its subsidiaries that Parent furnishes to the Company or Purchaser in writing specifically for use inclusion in any Company Disclosure Document will not the Schedule 14D-9 will, at the respective times the Offer Documents or the Schedule 14D-9 are filed with the SEC or are first published, sent or given to stockholders of the Company, 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 made therein, in the light of the circumstances under which they were made, not misleading misleading. (ib) None of the information supplied by Parent or Purchaser in the case of writing specifically for inclusion or incorporation by reference in the Company Proxy Statement, as supplemented or amendedif required, if applicablewill, when filed with the SEC, at the time such Company Proxy Statement or any amendment or supplement thereto is first date mailed to the Company's 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 meeting, if any, of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as Company's stockholders to form be held in all material respects connection with the applicable requirements of the 1934 Act andMerger, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or any of its subsidiaries, provided or their respective officers or directors, is discovered by Parent that this should be set forth in an amendment or a supplement to the Company Proxy Statement, Parent shall promptly inform the Company. Notwithstanding the foregoing, Parent and Purchaser make no representation and or warranty will not apply with respect to statements any information supplied by the Company or omissions included any of its representatives in writing specifically for inclusion in any of the aforementioned documents or in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use thereinDocuments.

Disclosure Documents. (a) The information Subject to Parent’s and Acquisition Co.’s fulfillment of their respective obligations with respect to Parent thereto, the Schedule 14D-9 and any of its subsidiaries that Parent furnishes proxy statement to be sent to the Company’s shareholders in connection with the Company Shareholder Meeting (the “Proxy Statement”) will contain (and will be amended in writing specifically for use a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any Company Disclosure Document other applicable Law and will not conform in all material respects with the requirements of the Exchange Act and any other applicable Law, and neither the Schedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to Company’s shareholders, contain any untrue statement 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 are made, not misleading (i) misleading; provided, however, that no representation or warranty is hereby made by the Company with respect to any information supplied by Parent or Acquisition Co. in writing for inclusion in, or with respect to Parent or Acquisition Co. information derived from Parent’s public SEC filings which is included or incorporated by reference in, the case Schedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied in writing by Company Proxy Statementfor inclusion or incorporation by reference in, as supplemented or amendedwhich may be deemed to be incorporated by reference in, if applicableany of the Offer Documents will, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of respective times 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects Documents are filed with the applicable requirements of the 1934 Act andSEC or published, at the time of the filing thereofsent or given to Company’s shareholders, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were are made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information supplied by Parent or Merger Sub or any of their respective Affiliates for inclusion or incorporation by reference in the Registration Statement (and any amendment thereof or supplement thereto) will not, as of the date such Registration Statement is declared effective by the SEC (or, with respect to Parent and any of its subsidiaries that Parent furnishes to post-effective amendment or supplement, at the Company in writing specifically for use in any Company Disclosure Document will not 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 made therein, in the light of the circumstances under which they were are made, not misleading (i) in the case misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information included or incorporated by reference therein based on information that was supplied by or on behalf of the Company or any of its Affiliates for inclusion in the Registration Statement. The information supplied by Parent or Merger Sub or any of their respective Affiliates for inclusion or incorporation by reference in the Proxy StatementStatement (and any amendment thereof or supplement thereto) will not, as supplemented or amended, if applicable, at of the time date 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 Stockholders and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as meeting of the Company Stockholders to form be held in all material respects connection with the applicable requirements of the 1934 Act andMerger, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading, provided except that this no representation and or warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to is made by Parent or Merger Subsidiary Sub with respect to information included or incorporated by reference therein based on information that was not supplied by or on behalf of Parent or Merger Sub or any of their respective Affiliates for inclusion in writing by the Company specifically for use thereinProxy Statement.

Disclosure Documents. (a) The information with respect to Parent and any supplied by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically expressly for use inclusion or incorporation by reference in any Company Disclosure Document Document, Offer Document, Schedule TO or Schedule 14D-9, including any amendments thereof and supplements thereto, and statements made in such documents based on such information supplied by or on behalf 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 (i) in the case of 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, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders vote on approval and adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, Offer Document, Schedule TO or Schedule 14D-9, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto thereto, Offer Document, Schedule TO or Schedule 14D-9 and at the time of any distribution or dissemination thereofthereof and at the Acceptance Date. (b) The Schedule 14D-9, when amended and filed, and the Offer Documents, when filed, distributed or disseminateddisseminated in accordance with this Agreement, as applicable, did comply and will comply as to form in all material respects with the applicable requirements of the 1934 Act and the MBCA and, at the time of the filing thereofsuch filing, at the time of any such distribution or dissemination thereof and at the time of consummation of the Offer, did not and 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, ; provided that this representation and warranty will not apply to statements or omissions included in the Offer Schedule 14D-9 and the Company Disclosure Documents based upon information furnished to Parent or Merger Subsidiary the Company in writing by the Company specifically Parent or Sub expressly for use inclusion or incorporation by reference therein.

Disclosure Documents. (a) The Each document required to be filed by the 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, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the 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 statements made therein, in the light applicable requirements of the circumstances under which they were made, not misleading 1934 Act. (i) in the case of the 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 stockholders of the Company and at the time such stockholders vote on adoption of this AgreementAgreement 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 of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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. The representations and warranties contained in this Section will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for use therein. (bc) 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, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 necessary in order 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders after the date hereof in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9 (including the Information Statement), the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the 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 statements made therein, in the light applicable requirements of the circumstances under which they were made, not misleading Exchange Act. (i) in the case of the 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofthereto, at the time of any distribution or dissemination thereof 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 necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that . The representations and warranties contained in this representation and warranty Section 5.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents based upon information furnished to Parent or Merger Subsidiary the Company in writing by the Company Parent specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO, 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 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) The information Subject to Parent’s and Acquisition Co.’s fulfillment of their respective obligations with respect to Parent thereto, the Schedule 14D-9 and any of its subsidiaries that Parent furnishes proxy statement to be sent to the Company’s shareholders in connection with the Company Shareholder Meeting (the “Proxy Statement”) will contain (or will be amended in writing specifically for use a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any Company Disclosure Document other applicable Law and will not conform in all material respects with the requirements of the Exchange Act and any other applicable Law, and neither the Schedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to Company’s shareholders, contain any untrue statement 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 are made, not misleading (i) misleading; provided, however, that no representation or warranty is hereby made by the Company with respect to any information supplied by Parent or Acquisition Co. in writing for inclusion in, or with respect to Parent or Acquisition Co. information derived from Parent’s public SEC filings which is included or incorporated by reference in, the case Schedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied in writing by Company Proxy Statementfor inclusion or incorporation by reference in, as supplemented or amendedwhich may be deemed to be incorporated by reference in, if applicableany of the Offer Documents will, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of respective times 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects Documents are filed with the applicable requirements of the 1934 Act andSEC or published, at the time of the filing thereofsent or given to Company’s shareholders, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were are made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and or any of its subsidiaries Subsidiaries (including Merger Sub and Merger LLC) that Parent furnishes supplied or will supply to the Company in writing specifically for use inclusion or incorporation by reference in (a) the Registration Statement, or any amendment or supplement thereto will not, at the time the Registration Statement is filed with the SEC and at the time it 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 is filed with the SEC and at the time it becomes effective) or (b) the Joint Proxy Statement will not, on the date that the Joint Proxy Statement is first mailed to the Company Disclosure Document will not Stockholders and the Parent Stockholders or at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 . The portions of the Registration Statement and the Joint Proxy Statement supplied by Parent or any of its Subsidiaries (including Merger Sub and Merger LLC) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. The representations and warranties contained in this representation and warranty will Section 4.13 do not apply to statements or omissions included or incorporated by reference in the Offer Documents Registration Statement or the Joint Proxy Statement based upon information furnished supplied to Parent Parent, Merger Sub or Merger Subsidiary in writing LLC by the Company specifically Company, its Subsidiaries or any of their respective Representatives for use or incorporation by reference therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form F-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableCircular will, at the time such Company Proxy Statement document is filed with the applicable Canadian Securities Commissions, at any time such document is amended or any amendment or supplement thereto supplemented, at the date it is first mailed to stockholders the shareholders 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 StatementParent, at the time of the filing of such Company Disclosure Document Parent Shareholder Meeting or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer DocumentsEffective Time, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein not misleading, or (iii) the Proxy Statement will, at the date it is first mailed to the stockholders of the Company, at the time of the Company Stockholder Meeting, at the time the Form F-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under 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, provided that 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. (b) The representations and warranties contained in this representation and warranty Section 4.8 will not apply to statements or omissions included in the Offer Documents Form F-4, the Circular or the Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The information None of (i) the registration statement on Form S-4 to be filed with respect to the SEC by Parent and in connection with the issuance of shares of Parent Stock in connection with the Merger (the “Registration Statement”), or any of its subsidiaries that Parent furnishes to amendments or supplements thereto, at the Company in writing specifically for use in any Company Disclosure Document time it becomes effective under the Securities Act 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 thereintherein not misleading and (ii) the Australian Prospectus (as amended or supplemented) at the time it is lodged with ASIC and at all times on or before the Effective Time, will contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements (except that Parent will not be in breach of this Section 5.08(a)(ii), if Parent, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the light point of view of an investor, promptly lodges a supplementary or replacement prospectus with ASIC which corrects the deficiency). The Registration Statement (except for such portions thereof that relate to the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable provisions of the circumstances under which they were madeExchange Act, not misleading and the Australian Prospectus (except for such portions thereof that relate to the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable provisions of the Corporations Act. Notwithstanding the foregoing, none of Parent, Merger Subsidiary or Merger Subsidiary Two makes any representation or warranty with respect to any information (i) supplied or required to be supplied by the Company and contained in or omitted from any of the case of foregoing documents or (ii) contained in or omitted from the Company Proxy Statement, as supplemented except to the extent set forth in Section 5.08(b). (b) None of the information supplied or amendedto be supplied by Parent, if applicable, at Merger Subsidiary or Merger Subsidiary Two for inclusion or incorporation by reference in the time such Company Proxy Statement or any amendment or supplement thereto will, at the date the Company Proxy Statement or any such 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, or 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 Offer DocumentsStockholder Meeting, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, therein in the light of the circumstances under which they were made, are made not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. None of the documents required to be filed by Parent with the SEC after the date hereof in connection with the Transactions will, on the date of such 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 under which they are made, not misleading. In furtherance and not in limitation of the foregoing, and subject to the last sentence of this Section 4.08, none of the information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) The information the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act (or, with respect to Parent and any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of its subsidiaries that Parent furnishes 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 Joint Proxy Statement/Prospectus will, at the date it is first mailed to the Company in writing specifically for use in any stockholders or at the time of the Company Disclosure Document will not Stockholders Meeting, 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 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 are made, not misleading. Notwithstanding the foregoing provisions of this Section 4.08, provided that this no representation and or warranty will not apply is made by Parent with respect to information or statements made or omissions included incorporated by reference in the Offer Documents based upon information furnished to Registration Statement or the Joint Proxy Statement/Prospectus which were not supplied by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The information proxy statement to be filed with respect to Parent the SEC and any of its subsidiaries that Parent furnishes ASX and sent to the Company Stockholders in writing specifically for use in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Disclosure Document Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, will not (i) contain any untrue statement 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, therein in the light of the circumstances under which they were made, are made not misleading (i) in the 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 stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) in contravene the case Corporations Act, including Division 2 of any Company Disclosure Document other than the Company Proxy StatementPart 7.10, at the time of the filing of such Company Disclosure Document or any supplement ASIC class orders, policies and requirements, including any ASIC relief or amendment thereto and at the time of any distribution or dissemination thereof. (b) “no action” letter issued by ASIC. The Offer Documents, when filed, distributed or disseminated, as applicable, Proxy Statement will comply as to form in all material respects with the applicable requirements provisions of the 1934 Exchange Act andand the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time of it becomes effective under the filing thereofSecurities Act, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made thereintherein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, in at the light of time lodged with ASIC and at all times on or before the circumstances under which they were madeEffective Time, not misleadingcontain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, provided policies and requirements, including any ASIC relief or “no action” letter (except that this representation and warranty the Company will not apply to statements be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or omissions included in deceptive statement, omission or new circumstance that is materially adverse from the Offer Documents based upon point of view of an investor, promptly supplies information furnished to Parent for inclusion or Merger Subsidiary incorporation by reference in writing by a supplementary or replacement prospectus which corrects the Company specifically for use thereindeficiency).

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of any Parent Entity for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made therein, in the light of the circumstances under which they were made, therein not misleading or (iii) in the case of the Company Proxy Statement, as supplemented or amended, if applicable/Prospectus will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to stockholders the shareholders 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 StatementCompany, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andShareholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with this Agreement, provided that the CVR Agreement, the Voting Agreement, the Merger and the other transactions contemplated hereby and thereby, to the extent relating to any Parent Entity or other information supplied by or on behalf of any Parent Entity for inclusion therein, will comply as to form, in all material respects, with the provisions of the 1933 Act or 1934 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. (b) The representations and warranties contained in this representation and warranty Section 5.10 will not apply to statements or omissions included in the Offer Documents Form S-4, the Proxy Statement/Prospectus or other document or filing, to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by the on behalf of any Company specifically for use thereinEntity.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and be supplied in writing by or on behalf of the Attractions Purchaser or any of its subsidiaries that Parent furnishes to Subsidiaries for inclusion or incorporation by reference in (i) the Company in writing specifically for use in Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementCompany, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andStockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferClosing Date, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that the Attractions Purchaser is responsible for filing with the SEC in connection with this Agreement, provided that this representation the Attractions Purchaser Interest Sale, the Attractions Purchaser Asset Sale and warranty the other Contemplated Transactions, to the extent relating to the Attractions Purchaser or other information supplied by or on behalf of the Attractions Purchaser for inclusion therein, will not apply comply as to statements form, in all material respects, with the provisions of the Securities Act or omissions included Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the Offer Documents based upon provisions of any applicable Law as to the information furnished required to Parent or Merger Subsidiary in writing by the Company specifically for use be contained therein.

Disclosure Documents. None of the information supplied or to be supplied by the Company for inclusion in (ai) The information with respect to Parent and any of its subsidiaries that Parent furnishes the joint proxy statement/prospectus relating to the meetings of the Company's and Parent's stockholders to be held in connection with the transactions contemplated hereby (as the same may be amended or supplemented from time to time, the "Joint Proxy Statement"), or (ii) the registration statement on Form S-4 or other appropriate registration form to be filed with the SEC by Parent in connection with the offer and issuance of Parent Common Stock in or as a result of the Merger (as the same may be amended or supplemented from time to time, the "Registration Statement") will, in the case of the Joint Proxy Statement, either at the time of mailing thereof to stockholders of the Company or of Parent or at the time of the meetings of such stockholders to be held in writing specifically for use in any Company Disclosure Document will not connection with the transactions 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 made therein, in the light of the circumstances under which they were are made, not misleading (i) or will, in the case of the Company Proxy Statement, as supplemented or amended, if applicable, Registration Statement either at the time such Company Proxy the Registration Statement is filed with the SEC 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 Agreementthe Registration Statement becomes effective under the Securities Act, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein, therein not misleading. The Joint Proxy Statement will comply as to form in all material respects with the light provisions of the circumstances under which they were madeExchange Act, not misleading, provided except that this no representation and or warranty will not apply is made by the Company with respect to statements or omissions included in the Offer Documents based upon information furnished to supplied by Parent or Merger Subsidiary in writing by the Company specifically Sub for use inclusion therein.

Disclosure Documents. (a) The None of the information supplied or to be supplied by or on behalf of Parent, Merger Sub or any other Subsidiary of Parent for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with respect to Parent and the SEC, at any of its subsidiaries that Parent furnishes to time such document is amended or supplemented or at the Company in writing specifically for use in any Company Disclosure Document will not 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 in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading or (iii) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it 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 StatementParent Shareholders, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Shareholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Subsidiary of Parent or other information supplied by or on behalf of Parent or any Subsidiary of Parent for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental 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. (b) The representations and warranties contained in this representation and warranty Section 5.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The None of the Schedule 14D-9, the 13E-3 Transaction Statement and the information statement to be filed by the Company in connection with respect the Offer pursuant to Parent and Rule 14f-1 under the Exchange Act (the "Information Statement") nor any of the information supplied by the Company or any of its subsidiaries that Parent furnishes to the Company in writing Subsidiaries specifically for use inclusion in the Offer Documents will, at the respective times the Schedule 14D-9, the Information Statement or the Offer Documents (including any Company Disclosure Document will not amendments or supplements thereto) are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. At the respective times when they are filed with the SEC or are first published, sent or given to stockholders, the Schedule 14D-9, the 13E-3 Transaction Statement and the Information Statement (iincluding any amendments or supplements thereto) in the 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andExchange 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 the Purchaser or any of its representatives for inclusion in the Schedule 14D-9, the 13E-3 Transaction Statement or the Information Statement (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 and at the time of the filing thereofmeeting of stockholders to be held in connection with the Merger, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleadingmisleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or otherwise. The Company Proxy Statement will, provided that this 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 and or warranty will not apply with respect to statements any information supplied by Parent or omissions included the Purchaser or any of its representatives for inclusion in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use thereinProxy Statement.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of any Parent Entity for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made therein, in the light of the circumstances under which they were made, therein not misleading or (iii) in the case of the Company Proxy Statement, as supplemented or amended, if applicable/Prospectus will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementCompany, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andStockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with this Agreement, provided that the Merger and the other transactions contemplated hereby, to the extent relating to any Parent Entity or other information supplied by or on behalf of any Parent Entity for inclusion therein, will comply as to form, in all material respects, with the provisions of the 1933 Act or 1934 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. (b) The representations and warranties contained in this representation and warranty Section 5.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Proxy Statement/Prospectus to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by the on behalf of any Company specifically for use thereinEntity.

Disclosure Documents. (a) The information with With respect to Parent, the Parent Registration Statement and any of its subsidiaries that Parent furnishes to the 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 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, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed thereto, except with respect to stockholders of information that relates solely to the Company and at the time such stockholders vote on adoption of this AgreementCompany, and (iii) 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 Offer Documentswill, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Securities Act and, and (ii) at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offerit 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 made therein, in the light of the circumstances under which they were made, not misleading. (b) With respect to each of Parent and the Company, provided that the Joint Proxy Statement/Prospectus and any amendments or supplements thereto (i) will, when filed, comply as to form in all material respects with the requirements of the Securities Act and (ii) will not, 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, contain any untrue statement 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) None of the information supplied or to be supplied by it 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 and or warranty will not apply is made by either party with respect to statements made or omissions included incorporated by reference in the Offer Documents Parent Registration Statement or the Joint Proxy Statement/Prospectus based upon on information furnished to Parent supplied by or Merger Subsidiary on behalf of the other party in writing specifically noted for inclusion or incorporation by the Company specifically for use reference therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Parent, Merger Sub or any other Parent Subsidiary for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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. (b) Notwithstanding anything to the contrary in this Section 5.8 or this Agreement, neither Parent nor Merger Sub makes any representation and or warranty will not apply with respect to statements made or incorporated, or omissions included included, in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under 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, provided that 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. (b) The representations and warranties contained in this representation and warranty Section 4.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The information with respect to Parent MUSA and any of its subsidiaries that Parent MUSA furnishes to the Company in writing to Parent specifically for use in the Parent Disclosure Documents will not, at the time of the filing thereof, at the time of any Company distribution thereof and at the time of the MUSA Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each MUSA Disclosure Document will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. Each MUSA 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 Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and MUSA, at the time such the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (ii) in the case of any Company MUSA 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the OfferMUSA Stockholders Meeting; provided, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made thereinhowever, 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 Offer MUSA Disclosure Documents based upon information with respect to Parent and its subsidiaries furnished to Parent or Merger Subsidiary MUSA in writing by the Company Parent specifically for use therein.

Disclosure Documents. (a) The None of the information supplied or to be supplied by or on behalf of Parent, Parent LP, Merger Sub or any other Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with respect to Parent and the SEC, at any of its subsidiaries that Parent furnishes to time such document is amended or supplemented or at the Company in writing specifically for use in any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereofForm S-4, is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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. (b) The representations and warranties contained in this representation and warranty will Section 5.8 shall not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementCompany, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andStockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under 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, provided that 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. (b) Notwithstanding anything to the contrary in this Section 4.8 or this Agreement, the Company makes no representation and or warranty will not apply with respect to statements made or incorporated, or omissions included included, in the Offer Documents Form S-4 or the Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The information registration statement on Form S-4 to be filed with respect to the SEC by Parent and in connection with the issuance of shares of Parent Stock in connection with the Merger (the “Registration Statement”), or any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact amendments 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 Company Proxy Statement, as supplemented or amended, if applicablesupplements thereto, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of it becomes effective under 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the OfferSecurities Act, 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 made thereintherein not misleading. The Registration Statement (except for such portions thereof that relate to the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable provisions of the Securities Act. Notwithstanding the foregoing, neither Parent, Merger Subsidiary One nor Merger Subsidiary Two makes any representation or warranty with respect to any information (i) supplied or required to be supplied by the Company and contained in or omitted from any of the foregoing documents or (ii) contained in or omitted from the Proxy Statement/Prospectus, except to the extent set forth in Section 5.9(b). (b) None of the information supplied or to be supplied by Parent, Merger Subsidiary One or Merger Subsidiary Two for inclusion or incorporation by reference in the Proxy Statement/Prospectus or any amendment or supplement thereto will, at the date the Proxy Statement/Prospectus or any such amendment or supplement thereto is first mailed to the Company Stockholders or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made, are made not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and be supplied by or on behalf of the Company or any of its subsidiaries that Parent furnishes to Subsidiaries for inclusion or incorporation by reference in (i) the Company in writing specifically for use in Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading or (iii) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it 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 StatementShareholders, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andShareholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under 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, provided that to the extent relating to the Company or any of its Subsidiaries or other information supplied by or on behalf of the Company or any of its Subsidiaries 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. (b) The representations and warranties contained in this representation and warranty Section 4.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Parent, Merger Sub or any other Parent Subsidiary for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the stockholders of the Company and at the time such stockholders vote on adoption shareholders of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Shareholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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 Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. (b) Notwithstanding anything to the contrary in this Section 5.19 or this Agreement, neither Parent nor Merger Sub makes any representation or warranty with respect to statements made or incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that this representation and warranty will not apply to such statements or omissions included in the Offer Documents are based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under 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, provided that 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. (b) Notwithstanding anything to the contrary in this Section 4.8 or this Agreement, the Company makes no representation and or warranty will not apply with respect to statements made or incorporated, or omissions included included, in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. The information relating to Parent, Merger Sub, Merger Sub II and their respective Subsidiaries that is provided by Parent, Merger Sub, Merger Sub II, any of their respective Subsidiaries or any of their respective Representatives for inclusion or incorporation by reference in the Form F-4 or the Proxy Statement/Prospectus will not (a) The information with respect to Parent in the case of the Form F-4, at the time the Form F-4 or any amendment or supplement thereto becomes effective and at the time of the Company Stockholders Meeting, and (b) in the case of the Proxy Statement/Prospectus, at the time the Proxy Statement/Prospectus or any of its subsidiaries that Parent furnishes amendment or supplement thereto is first mailed to the stockholders of the Company in writing specifically for use in any and at the time of the Company Disclosure Document will not Stockholders Meeting, 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) misleading. The Form F-4 will comply as to form in all material respects with the case requirements of the Company Proxy StatementSecurities Act and the rules and regulations thereunder. Each other document required to be filed by Parent with the SEC, as supplemented the FCA or amendedthe AFM or required to be distributed or otherwise made available to Parent’s shareholders in connection with the Transactions, if applicableincluding the Form F-6, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of Form 8-A, the Company Parent Circulars and at the time such stockholders vote on adoption of this AgreementParent Prospectus, 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 amendments or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documentssupplements thereto, when filed, distributed or disseminatedotherwise made available, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Securities Act and, at and the time Exchange Act and the rules and regulations thereunder and the applicable requirements of the filing thereofListing Rules, at the time of any distribution or dissemination thereof Prospectus Regulation, the Prospectus Regulation Rules, other applicable securities Law and at the time of consummation Book 2 of the OfferDutch Civil Code. Notwithstanding the foregoing provisions of this Section 4.20, will not contain any untrue statement of a material fact no representation or omit warranty is made by Parent, Merger Sub or Merger Sub II with respect to state any material fact necessary to make the information or statements made therein, or incorporated by reference in the light Form F-4, the Proxy Statement/Prospectus, any Parent Circular or the Parent Prospectus or any amendments or supplements thereto which were not supplied by or on behalf of the circumstances under which they were madeParent, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent Merger Sub or Merger Subsidiary in writing by the Company specifically for use thereinSub II.

Disclosure Documents. (a) The information registration statement on Form S-4 of Parent to be filed with respect to Parent the SEC in connection with the Merger (the "Registration Statement") and any amendment or supplement thereto, when filed, will comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes the Securities Act. At the time the Registration Statement is declared effective by the SEC, the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. At the time the Proxy Statement/Prospectus included in the Registration Statement and forming a part thereof or any amendment or supplement thereto is first mailed to shareholders of the Company in writing specifically for use in any Company Disclosure Document and at the time such shareholders vote on the approval and adoption of this Agreement, the Proxy Statement/Prospectus, as supplemented or amended, if applicable, 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 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 contained therein, in the light of the circumstances under which they were made, not misleading, provided that . The representations and warranties in this representation and warranty will Section 4.09(a) do not apply to statements in or omissions included in from the Offer Documents Registration Statement or the Proxy Statement/Prospectus or any amendment or supplement thereto based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein. (b) None of the information furnished to the Company for use in (or incorporation by reference in) the Proxy Statement/Prospectus or any amendment or supplement thereto will contain, at the time the Proxy Statement/Prospectus included in the Registration Statement and forming a part thereof or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on the approval and adoption of this Agreement, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically for use in by or on behalf of any Company Disclosure Document will not Entity for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable/Prospectus will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to stockholders the shareholders 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 StatementCompany, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andShareholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with this Agreement, provided that the Merger and the other transactions contemplated hereby, to the extent relating to any Company Entity or other information supplied by or on behalf of any Company Entity for inclusion therein, will comply as to form, in all material respects, with the provisions of the 1933 Act or 1934 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. (b) The representations and warranties contained in this representation and warranty Section 4.9 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Proxy Statement/Prospectus to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The This Article 4 and the Parent Disclosure Schedule, taken as a whole, do not (i) contain any representation, warranty or information that is false or misleading with respect to Parent any material fact, or (ii) omit to state any material fact necessary in order to make the representations, warranties and information contained and to be contained herein and therein (in the light of the circumstances under which such representations, warranties and information were or will be made or provided) not false or misleading. (b) Neither the Offer Documents, nor the Registration Statement, nor the Post-Effective Amendment, nor any of the information supplied or to be supplied by Parent or its subsidiaries that Parent furnishes Subsidiaries or Representatives for inclusion or incorporation by reference in the Schedule 14D-9 or the Proxy Statement will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders or become effective under the Securities Act or, in the case of the Proxy Statement, at the time of the Company in writing specifically for use in any Company Disclosure Document will not Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 . If at any time prior to statements or omissions included in the Offer Documents based upon information furnished Effective Time any event relating to Parent or Merger Subsidiary any of its affiliates, officers or directors should be discovered by Parent which should be set forth in writing by an amendment or a supplement to any such documents, Parent will promptly inform the Company. The Offer Documents, the Registration Statement and the Post-Effective Amendment shall comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company specifically for use thereinwhich is contained or incorporated by reference in any of the foregoing documents.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Company’s stockholders in writing specifically for use in any connection with the transactions contemplated by this Agreement (the “Company Disclosure Document will not contain any untrue Documents”), including the Schedule 14D-9, the Company 13E-3 and the information 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 Company Proxy (the “Company Information 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 supplemented or amended, if applicable, at will comply as to form in all material respects with the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders applicable requirements of the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) in the case of any 1934 Act. Any Company Disclosure Document other than the Company Proxy StatementDocument, 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, 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 Company Disclosure Documents based upon information supplied by Parent or Merger Subsidiary or any of their Affiliates or any of their representatives or advisors in writing specifically for use or incorporation by reference therein. (b) 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, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofof the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination thereof 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 under which they were made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by the 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 or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the 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 statements made therein, in the light applicable requirements of the circumstances under which they were made, not misleading 1934 Act. (i) in the case of the 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 stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, 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, 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. The representations and warranties contained in this Section 5.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for use therein. (bc) 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 Schedule TO and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofof the Schedule TO, at the time of any distribution or dissemination thereof 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 under which they were made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information supplied or to be supplied by or on behalf of Parent, Merger Sub or any other Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with respect to Parent and the SEC, at any of its subsidiaries that Parent furnishes to time such document is amended or supplemented or at the Company in writing specifically for use in any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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. (b) The representations and warranties contained in this representation and warranty Section 5.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under 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, provided that 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. (b) The representations and warranties contained in this representation and warranty will Section 4.8 shall not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) None of the information to be supplied by the Company for inclusion in (i) the joint proxy statement relating to the Company Special Meeting and the Parent Special Meeting (in each case, as defined below) (also constituting the prospectus in respect of Parent Common Stock into which the Company Common Stock will be converted) (together with any amendments or supplements thereto, the “Proxy Statement”), to be filed by the Company and Parent with the SEC, and any amendments or supplements thereto, or (ii) the Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “S-4”) to be filed by Parent with the SEC in connection with the Mergers, and any amendments or supplements thereto, will, at the respective times such documents are filed, and, in the case of the Proxy Statement, at the time the Proxy Statement or any amendment or supplement thereto is first mailed to the Company stockholders and Parent shareholders, at the time of the Company Special Meeting and the Parent Special Meeting and at the Merger I Effective Time, and, in the case of the S-4, when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be made therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information Proxy Statement will comply in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to information provided by Parent and any or Merger Sub specifically for inclusion in the Proxy Statement. (b) None of its subsidiaries that Parent furnishes the information supplied or to be supplied by the Company in writing specifically for use inclusion or incorporation by reference in any Company Disclosure Document will not 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 made therein, in the light of the circumstances under which they were made, not misleading (i) in the 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 are made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Subject to the last sentence of Section 4.8(b), the Registration Statement on Form F-4 of Parent (the “Form F-4”) and the Registration Statement on Form F-6 of Parent (the “Form F-6”) to be filed under the Securities Act relating to the issuance of the Parent Depositary Shares pursuant to the First Merger and the issuance of Parent Ordinary Shares underlying such Parent Depositary Shares that may be required to be filed with respect to Parent the SEC, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, will, when filed, subject to the Company last sentence of Section 4.8(b), comply as to form in writing specifically for use all material respects with the applicable requirements of the Exchange Act and the Securities Act. The Parent Necessary Corporate Documents to be delivered to, or put at the disposal of, Parent’s shareholders in connection with obtaining the Parent Shareholder Approval at the Parent Shareholders’ Meeting will, when provided to Parent’s shareholders, subject to the last sentence of Section 4.8(b), comply as to form and substance in all material respects with the applicable requirements of French securities regulations. (b) None of the Parent Necessary Corporate Documents or any Company Disclosure Document will not amendment or supplement thereto, will, at the date on which the Parent Necessary Corporate Documents or any amendment or supplement 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, 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 are made, not misleading (i) misleading. Neither the Form F-4, the Form F-6 nor any amendment or supplement thereto will at the time it becomes effective under the Securities Act or at the time of the Parent Shareholders’ Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent in this Section 4.8 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the case Parent Necessary Corporate Documents, the Form F 4 or the Form F-6. (c) None of the Company information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Proxy Statement, as supplemented Statement or amended, if applicableany amendment or supplement thereto will, at the time such Company date on which the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and or at the time such stockholders vote on the 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 in order 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by Parent with respect the SEC or the UKLA or required to be distributed or otherwise disseminated to Parent’s shareholders in connection with the Merger and the other Transactions, including the Form F-4, the Form 8-A, the Parent Circular, the Parent Prospectus, the Schedule 13E-3, and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact amendments 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 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 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 Offer Documentssupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Securities Act andand the Exchange Act and the rules and regulations of the SEC thereunder (in the case of the Form F-4, at the Form 8-A and the Schedule 13E-3) and the applicable requirements of the Listing Rules and the Prospectus Rules (in the case of the Parent Circular and the Parent Prospectus, respectively). (b) (i) At the time of the filing thereofSchedule 13E-3 or any amendment or supplement thereto becomes effective, at the time of any distribution Schedule 13E-3, as amended or dissemination thereof and at the time of consummation of the Offersupplemented, 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, provided that this representation (ii) at the time the Parent Circular or any amendment or supplement thereto is first mailed to the holders of Parent Ordinary Shares, and warranty at the time of the Parent Shareholders Meeting, the Parent Circular, as amended or supplemented, if applicable, will not apply contain any information which is not in accordance with the facts or which omits anything likely to affect the import of such information and will contain all particulars and information required by the Listing Rules, (iii) at the time the Parent Prospectus or any amendment or supplement thereto is first published, the Parent Prospectus, as amended or supplemented, if applicable, will not contain any information which is not in accordance with the facts or which omits anything likely to affect the import of such information and will contain all such information as is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of Parent and its consolidated subsidiaries and the rights attaching to Parent Ordinary Shares, in a form which is comprehensible and easy to analyze and includes a summary that conveys, concisely, in non-technical language and in an appropriate structure, the key information relevant to the Parent Ordinary Shares and (iv) at the time the Form F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-4, as amended or supplemented, is declared effective under the Securities Act, the Form 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 Parent in this Section 4.07 with respect to statements made or omissions included in the Offer Documents incorporated by reference therein based upon on information furnished to Parent or Merger Subsidiary in writing supplied by the Company specifically for use inclusion or incorporation by reference in such documents. (c) None of the information supplied or to be supplied by Parent, 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 Capital 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) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (the “Company in writing specifically Disclosure Documents”), including the Schedule 14D-9, the 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 adoption of this Agreement and the Stockholder Meeting, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the 1934 Act. (i) The Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, and (ii) any Company Disclosure Document (other than the 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, 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 (imisleading. The representations and warranties contained in this Section 5.09(b) will not apply to statements or omissions included in the case of Company Disclosure Documents based upon information furnished to the Company Proxy Statement, as supplemented or amended, if applicable, at in writing by Parent specifically for use therein. (c) The information with respect to the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of its Subsidiaries that the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) furnishes to Parent in writing specifically for use in the case of any Company Disclosure Document other than Schedule TO and the Company Proxy StatementOffer Documents, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofSchedule TO, at the time of any distribution or dissemination thereof of the Offer Documents and at the time of consummation the expiration of the OfferOffer (as it may be extended hereunder), 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information with respect supplied or to be supplied by or on behalf of Topco, Parent and any of its subsidiaries that Parent furnishes or Merger Sub for inclusion or incorporation by reference in the Registration Statement, the Proxy Statement/Prospectus, the NYSE Listing Application, the Nasdaq Listing Application, the Offer Document or an EU Prospectus will, as applicable, at the time the Registration Statement becomes effective under the Securities Act, at the time the Proxy Statement/Prospectus is first mailed to the Parent Shareholders and Company Shareholders, at the time the NYSE approves the NYSE Listing Application, at the time Nasdaq approves the Nasdaq Listing Application, at the time the DFSA approves an EU Prospectus in writing specifically for use in accordance with the EU Prospectus Regulation, at any Company Disclosure Document will not time of amendment or supplement thereof, or at the time of the Parent Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading, and as regards any EU Prospectus are (or, when made, will be) true and accurate and are not (or, when made, will not be) misleading and all forecasts, estimates, valuations, expressions of opinion, intentions or expectations made by Topco, Parent or Merger Sub and/or the DFSA or the Nasdaq in connection with the Offer, the Compulsory Purchase, if any, and/or preparation of an EU Prospectus are (ior, when made, will be) truly and honestly held (in respect of expressions of opinion, intentions or expectations) and fairly made on reasonable grounds and/or assumptions after due and careful consideration and enquiry and there are no facts which have not been or will not be disclosed to the case DFSA or Nasdaq which by their omission make any such statements misleading or which are material for disclosures to either of the Company them. The Registration Statement and 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, /Prospectus will comply as to form in all material respects with the applicable requirements of the 1934 Securities Act andand the Exchange Act. Notwithstanding the foregoing provisions of this Section 6.12, no warranty is made by Topco, Parent or Merger Sub with respect to information or statements made or incorporated by reference that were not supplied by or on behalf of Topco, Parent or Merger Sub. (b) None of the information supplied or to be supplied by or on behalf of Topco, Parent or Merger Sub for inclusion or incorporation by reference in any Company Filing Documents to be disclosed in connection with the Offer or the Compulsory Purchase, if any will, at the time of the filing thereofinformation is provided to the Company, at the time of any distribution amendment or dissemination thereof and at the time of consummation of the Offersupplement 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 in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. (c) Notwithstanding the foregoing provisions of this Section 6.12, provided that this representation and no warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to is made by Topco, Parent or Merger Subsidiary in writing Sub with respect to information or statements made or incorporated by the Company specifically for use thereinreference that were not supplied by or on behalf of Topco, Parent or Merger Sub.

Disclosure Documents. None of the information supplied or to be supplied by or on behalf of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any other Parent Subsidiary for inclusion or incorporation by reference in (ai) The information the Form S-4 will, at the time such document is filed with respect to Parent and the SEC, at any of its subsidiaries that Parent furnishes to time such document is amended or supplemented or at the Company in writing specifically for use in any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the stockholders of the Company and at the time such stockholders vote on adoption of this AgreementParent, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statementrespectively, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereofForm S-4, is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferREIT Merger Effective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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 representation and warranty will Section 5.8 shall not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company’s shareholders in connection with the transactions contemplated by this Agreement (the “Company in writing specifically Disclosure Documents”), including the Schedule 14D-9, the 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 shareholders in connection with the Merger and the Shareholder Meeting, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the 1934 Act. (i) 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 adoption of this Agreement, and (ii) 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, 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 (imisleading. The representations and warranties contained in this Section 5.09(b) will not apply to statements or omissions included in the case of Company Disclosure Documents based upon information furnished to the Company Proxy Statement, as supplemented in writing by Parent or amended, if applicable, at Merger Subsidiary specifically for use therein. (c) The information with respect to the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of its Subsidiaries that the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) furnishes to Parent in writing specifically for use in the case of any Company Disclosure Document other than Schedule TO and the Company Proxy StatementOffer Documents, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofSchedule TO, at the time of any distribution or dissemination thereof 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 under which they were made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information proxy statement of Parent (the "Parent Proxy Statement") to be filed with respect the Commission in connection with the 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, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, will, when filed, subject to the Company last sentence of Section 4.9(b), comply as to form in writing specifically for use in all material respects with the applicable requirements of the Securities Act. (b) Neither the Parent Proxy Statement nor any Company Disclosure Document will not amendment or supplement thereto, will, at the date the Parent Proxy Statement or any such amendment or supplement is first mailed to stockholders of Parent or at the time such stockholders vote on the matters constituting the Parent Stockholder Approval, 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) 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. No representation or warranty is made by Parent in this Section 4.9 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the case Parent Proxy Statement or the Form S-4. (c) None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Company Proxy Statement, as supplemented Statement or amended, if applicableany amendment or supplement thereto will, at the time such date the Company Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company and or at the time such the stockholders vote on the adoption and approval of this AgreementAgreement and the transactions contemplated hereby, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 in order 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Mandalay for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, or (ii) the Joint Proxy Statement (as defined in the light of the circumstances under which they were made, not misleading (iMerger Agreement) in the case of the Company Proxy Statement, as supplemented or amended, if applicablewill, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to stockholders the Stockholders of the Company Appia 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 StatementMandalay, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting (as defined in the Merger Agreement) and at the time of any distribution or dissemination thereof. Parent Stockholder Meeting (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form defined in all material respects with the applicable requirements of the 1934 Act andMerger Agreement), at the time the Form S-4 is declared effective by the SEC or as of the filing thereofClosing, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Mandalay is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, provided that this representation to the extent relating to Mandalay or any Subsidiary or other information supplied by or on behalf of Mandalay or any 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 warranty 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 not apply comply in all material respects with the provisions of any applicable Law as to statements or omissions included in the Offer Documents based upon information furnished required to Parent or Merger Subsidiary in writing by the Company specifically for use be contained therein.

Disclosure Documents. (a) The information proxy statement of Parent (the "Parent Proxy Statement") to be filed with respect the Commission in connection with the 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, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, will, when filed, subject to the Company last sentence of Section 4.9(b), comply as to form in writing specifically for use in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (b) Neither the Parent Proxy Statement nor any Company Disclosure Document will not amendment or supplement thereto, will, at the date the Parent Proxy Statement or any such amendment or supplement is first mailed to stockholders of Parent or at the time such stockholders vote on the matters constituting the Parent Stockholder Approval, 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) 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. No representation or warranty is made by Parent in this Section 4.9 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the case Parent Proxy Statement or the Form S-4. (c) None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Company Proxy Statement, as supplemented Statement or amended, if applicableany amendment or supplement thereto will, at the time such date the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and or at the time such stockholders vote on the adoption and approval of this AgreementAgreement and the transactions contemplated hereby, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 in order 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the stockholders of the Company and at the time such stockholders vote on adoption shareholders of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Shareholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under 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, provided 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 Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. (b) Notwithstanding anything to the contrary in this Section 4.19 or this Agreement, the Company makes no representation or warranty with respect to statements made or incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that this representation and warranty will not apply to such statements or omissions included in the Offer Documents are based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The information Subject to the last sentence of Section 4.09(b), the Registration Statement on Form F-4 of Alcatel (the "FORM F-4")and the Registration Statement on Form F-6 of Alcatel (the "FORM F-6") to be filed under the 1933 Act relating to the issuance of ADSs in the Merger and the issuance of Alcatel Ordinary Shares underlying such ADSs that may be required to be filed with respect to Parent the SEC, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, will, when filed, subject to the Company last sentence of Section 4.09(b)), comply as to form in writing specifically for use all material respects with the applicable requirements of the Exchange Act and the 1933 Act. The circular of Alcatel ("ALCATEL CIRCULAR") to be delivered to, or put at the disposal of, Alcatel's shareholders in connection with obtaining the Alcatel Shareholder Approval at the Alcatel Shareholder Meeting will, when provided to Alcatel's shareholders, subject to the last sentence of Section 4.09(b), comply as to form and substance in all material respects with the applicable requirements of French securities regulations. (b) None of the Alcatel Circular or any Company Disclosure Document will not amendment or supplement thereto, will, at the date on which the Alcatel Circular or any amendment or supplement thereto is first mailed to shareholders of Alcatel or at the time such shareholders vote on the matters constituting the Alcatel Shareholder Approval, 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) misleading. Neither the Form F-4, the Form F-6 nor any amendment or supplement thereto will at the time it becomes effective under the 1933 Act or at the time of the Alcatel Shareholder Meeting 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. Notwithstanding the foregoing, no representation or warranty is made by Alcatel in this Section 4.09 with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Lucent for inclusion or incorporation by reference in the case Alcatel Circular, the Form F-4 or the Form F-6. (c) None of the Company information supplied or to be supplied by or on behalf of Alcatel for inclusion or incorporation by reference in the Lucent Proxy Statement, as supplemented Statement or amended, if applicableany amendment or supplement thereto will, at the time such Company date on which the Lucent Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and Lucent or at the time such stockholders vote on the 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 in order 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by the 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 or information statement of the Company (the “Proxy Statement”), if any, to be filed with respect to Parent 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 its subsidiaries that Parent furnishes the 1934 Act. The representations and warranties contained in this Section 5.09(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing specifically for use in by Parent or Merger Subsidiary. (b) (i) The Proxy Statement, as supplemented or amended, if applicable, at the time such 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) any Company Disclosure Document (other than the 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, 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 (imisleading. The representations and warranties contained in this Section 5.09(b) will not apply to statements or omissions included in the case of Company Disclosure Documents based upon information furnished to the Company Proxy Statement, as supplemented in writing by Parent or amended, if applicable, at Merger Subsidiary. (c) The information with respect to the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of its Subsidiaries that the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) furnishes to Parent in writing specifically for use in the case of any Company Disclosure Document other than Schedule TO and the Company Proxy StatementOffer Documents, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofSchedule TO, at the time of any distribution or dissemination thereof 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 under which they were made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Joint Proxy Statement/Prospectus to be filed with respect the SEC in connection with the Merger and the Form S-4 to Parent be filed under the Securities Act relating to the issuance of FMFK Common Stock in the Merger, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, will, when filed, subject to the Company last sentence of Section 5.9(b), comply as to form in writing specifically for use in all material respects with the requirements of the Exchange Act and the Securities Act. (b) Neither the Joint Proxy Statement/Prospectus to be filed with the SEC, nor any Company Disclosure Document will not amendment or supplement thereto, will, at the date the Joint Proxy Statement/Prospectus or any such amendment or supplement is first mailed to stockholders of OLYMPIC or FMFK, as the case may be, or at the time such stockholders vote on the adoption and approval of this Agreement and the transactions contemplated hereby, 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 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 . 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. No representation or warranty is made by OLYMPIC in this representation and warranty will not apply Section 5.9 with respect to statements made or omissions included incorporated by reference therein based on information supplied by FMFK for inclusion or incorporation by reference in the Offer Documents based upon information furnished Joint Proxy Statement/Prospectus or the Form S-4. (c) The affirmative vote of the holders of a majority of the outstanding shares of OLYMPIC Common Stock and LYMPIC' Series A Preferred Stock, voting on an as-converted basis on the OLYMPIC Record Date at a duly constituted OLYMPIC Stockholders Meeting is the only vote of the holders of any class or series of OLYMPIC's capital stock necessary to Parent or Merger Subsidiary in writing by adopt this Agreement and approve the Company specifically for use thereinMerger.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically expressly 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 statements made therein, in the light of the circumstances under which they were made, not misleading misleading, (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to stockholders of the Company Shareholders and at the time such stockholders vote on adoption of the meeting of Company Shareholders to consider this AgreementAgreement 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 of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Each document required to be filed by Parent and Merger Sub with the SEC or any agency or division of the State of Missouri or required to be distributed or otherwise disseminated to the Company Shareholders in connection with the transactions contemplated by this Agreement (the “Parent Disclosure Documents”), including the Schedule TO and the Offer DocumentsDocuments to be filed with the SEC in connection with the Offer and the Merger, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act andand other applicable Missouri Law. (i) The Offer Documents, when distributed or disseminated to the Company Shareholders and at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the OfferOffer and (ii) the Parent Disclosure Documents (other than the Offer Documents), when filed 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 . The representations and warranties contained in this representation and warranty Section 6.7 will not apply to statements or omissions included in the Offer Parent Disclosure Documents based upon information furnished to Parent or Merger Subsidiary in writing Sub by the Company specifically expressly for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes supplies to the 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 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, as supplemented or amended, if applicable, at the 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 AgreementAgreement 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 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 filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of such filing or the filing thereofof any amendment or supplement thereto, at the time of any such distribution or dissemination thereof 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 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 . The representations and warranties in this representation and warranty Section 8.05 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents based upon information furnished supplied to Parent or Merger Subsidiary in writing by the Company or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Parent Charter Amendment, the Parent Stock Authorization and the Parent Stock Issuance (aincluding any amendments or supplements thereto, the “Registration Statement”) The information with respect or the joint proxy statement to Parent and any of its subsidiaries that Parent furnishes be sent to the Company’s stockholders in connection with the Merger and to Parent’s stockholders in connection with the Parent Charter Amendment, the Parent Stock Authorization and the Parent Stock Issuance (including any amendments or supplements thereto, and which will be included in the Registration Statement, the “Joint Proxy Statement/Prospectus”) will, at the time the Registration Statement becomes effective under the Securities Act, at the time the Joint Proxy Statement/Prospectus is first mailed to the Company’s stockholders or Parent’s stockholders, at any time of amendment or supplement thereof, or at the time of the Company in writing specifically for use in any Company Disclosure Document will not Meeting (if applicable) or the Parent Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading (i) in the case of the Company misleading. The Joint 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 stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and /Prospectus (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at portions related to the time Parent Meeting or the registration of the filing shares of such Company Disclosure Document or any supplement or amendment thereto and at Parent Common Stock to be issued in the time of any distribution or dissemination thereof. (bMerger) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Securities Act andand the Exchange Act. Notwithstanding the foregoing provisions of this Section 4.12, at the time of the filing thereof, at the time of any distribution no representation or dissemination thereof 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 warranty is 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use thereinwith respect to information or statements made or incorporated by reference that were not supplied by or on behalf of the Company.

Disclosure Documents. (a) The information with respect Registration Statement on Form F-4 of Parent (the "Form F-4") to Parent and any of its subsidiaries that Parent furnishes be filed under the 1933 Act relating to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement registration of a material fact or omit to state any material fact necessary in order to make Parent ADSs (including the statements made therein, in the light of the circumstances under which they were made, not misleading (iParent Shares underlying such Parent ADSs) in the case Merger required to be filed with the SEC in connection with the issuance of Parent ADSs pursuant to the Company Proxy StatementMerger and any amendments or supplements thereto, as supplemented or amended, if applicable, at the 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 Offer Documentswill, when filed, distributed or disseminatedsubject to the last sentence of Section 4.08(b), as applicable, will comply as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act andAct. (b) The proxy statement or other matxxxxxx xf Parent to be filed with the applicable regulatory authorities in connection with the Parent Shareholder Meeting, and any amendment or supplement thereto, (i) will not, at the time of date the filing thereof, proxy materials are first distributed or published or at the time the holders of Parent Shares vote on the Capital Increase, contain any distribution untrue statement of a material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, and (ii) will comply in all material respects with applicable French law relating to securities and stock exchanges and the applicable rules and regulations thereunder. No representation or dissemination thereof and warranty is made by Parent in this Section 4.08 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein. (c) Neither the Form F-4 nor any amendment or supplement thereto will at the time of consummation of it becomes effective under the Offer, will not 1933 Act or at the Effective Time 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 made therein, in the light of the circumstances under which they were made, therein not misleading, provided that . No representation or warranty is made by Parent in this representation and warranty will not apply Section 4.08 with respect to statements made or omissions included in the Offer Documents incorporated by reference therein based upon on information furnished to Parent or Merger Subsidiary in writing supplied by the Company specifically for use inclusion or incorporation by reference therein.

Disclosure Documents. (a) Each document required to be filed by the Parent or Purchaser with the SEC in connection with the transactions contemplated by this Agreement, including on Schedule 13E-3 (the "Purchaser Disclosure Documents") and any amendments or supplements thereto, will, when filed, comply as to form with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (b) The information with respect to the Parent and any of its subsidiaries Purchaser that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document Documents 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 (i) misleading; provided that no representation is made by Parent or Purchaser with respect to statements or omissions in the case of Company Disclosure Documents based upon information furnished to Parent or Purchaser by the Company specifically for use therein. (c) The Schedule 13E-3, the Preliminary Proxy Statement, as supplemented or amended, if applicable, at the time such Statement and 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Exchange Act andand will not, at the time of the filing thereof, at or from the time of any distribution or dissemination thereof and at through the time of consummation of the Offer, will not Effective Time 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 made therein, in the light of the circumstances under which they were made, not misleading; provided, provided that this no representation and warranty will not apply is made by the Purchaser with respect to the statements or omissions included in the Offer Documents Schedule 13E-3, the Preliminary Proxy Statement or the Company Proxy Statement based upon information furnished to Parent or Merger Subsidiary Purchaser in writing by the Company specifically for use therein. (d) The information contained in the Schedule 13D and the amendments thereto filed by the Parent and certain of its affiliates is true and accurate in all material respects. In addition, neither Parent, Purchaser nor any of their affiliates were, immediately prior to the execution of the Letter of Intent, "interested shareholders" within the meaning of Section 203 of the DGCL, or subject to the prohibitions on transactions generally applicable to such "interested shareholders."

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect to Parent the SEC in connection with the Offer (the "Company Disclosure Documents") (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), 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 its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Exchange Act. (b) The Company Disclosure Document Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof 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 necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.11 will not apply to statements included in, or omissions from, the Company Disclosure Documents based upon information furnished to the Company by or on behalf of Parent or Acquisition Sub or any Affiliate of Parent or Acquisition Sub or known to Parent or Acquisition Sub but not known to the Company. (ic) The information with respect to the Company or any of the Company's Subsidiaries that the Company furnishes to Parent or Acquisition Sub expressly for use in the case of Schedule TO and the Company Proxy Statement, as supplemented or amended, if applicableOffer Documents, at the time such Company Proxy Statement information is 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 Statementwas provided, at the time of the filing of such Company Disclosure Document Schedule TO and other Offer Documents (and any amendments or any supplement or amendment thereto supplements thereto) and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 in order 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information Each document required to be filed by Buyer with respect the SEC in connection with the transactions contemplated by this Agreement (the "Buyer SEC Disclosure Documents"), including, without limitation, the registration statement of Buyer to Parent be filed with the SEC on Form F-4 (or other appropriate form) in connection with the issuance of Buyer Common Stock pursuant to this Agreement (the "Form F-4") and any amendments or supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes the 1933 Act. Buyer is eligible to use Form F-4 for the registration of the Buyer Common Stock to be issued pursuant to the Company Merger. Each document required to be filed by Buyer under the Ontario or Quebec Securities laws in writing specifically for use connection with the transactions contemplated by this Agreement (together with the Buyer SEC Disclosure 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-4 (the "Buyer Prospectus") or any Company Disclosure Document amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on the Merger, and at the Merger Date the Buyer Prospectus, as supplemented or amended, if applicable, 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 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 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 misleading. At the time of the filing of such Company any Buyer Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, such Buyer Disclosure Document will not contain any untrue statement of a material fact or omit to state any 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, provided that . The representations and warranties contained in this representation and warranty Section 4.08 will not apply to statements included in or omissions included in from the Offer Buyer Disclosure Documents based upon information furnished to Parent or Merger Subsidiary in writing Buyer by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC 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 respect to Parent the SEC in connection with the Merger, and any amendments or supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of its subsidiaries that Parent furnishes to the Exchange Act and the rules and regulations thereunder. (b) At the time the Company in writing specifically for use in Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company, at the time such shareholders vote on adoption of this Agreement and at the Effective Time, the Company Disclosure Document 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 necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in misleading. At the case time 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 stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) in the case filing of any Company Disclosure Document other than the Company Proxy Statement, at the time of any distribution thereof and throughout the filing remaining pendency of the Offer, each such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any 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, provided that . The representations and warranties contained in paragraphs (a) and (b) of this representation and warranty Section 4.8 will not apply to statements included in, or omissions included in from, the Offer Company Disclosure Documents or the Company Proxy Statement, if any, based upon information furnished to Parent the Company in writing by Parent, EGS or Merger Subsidiary specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent, EGS or Merger Subsidiary in writing by the Company specifically for use in the Offer Documents 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 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. (d) Except as set forth in the Company Filings (including, without limitation, the exhibits thereto) and the Schedule 14D-9 (including, without limitation, the exhibits thereto), there are no material employment, consulting, benefit, severance or indemnification arrangements, agreements or understandings between the Company or any of its Subsidiaries, on the one hand, and any directors or executive officers of the Company or of any of its Subsidiaries, on the other hand.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form F-4 will, at the time such document is filed with the U.S. Securities and Exchange Commission (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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementCompany, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andStockholder Meeting, at the time of the filing thereof, Form F-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the Transactions, provided that to the extent relating to the Company or other information supplied by or on behalf of the Company 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. (b) The representations and warranties contained in this representation and warranty Section 3.28 will not apply to statements or omissions included in the Offer Documents Form F-4 (including the Proxy Statement) to the extent based upon information furnished to supplied by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, (i) the Exchange Schedule 14D-9 (including information required by Rule 14f-1 under the Exchange Act), the Schedule 14D-9/A (including information required by Rule 14f-1 under the Exchange Act) and (iii) the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Offer or the Merger and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act except that no representation or warranty is made hereby with respect to Parent and any of its subsidiaries that Parent furnishes information furnished to the Company by Parent in writing specifically for use inclusion in any the Company Disclosure Document Documents. (b) At the time the Schedule 14D-9/A, the Exchange Schedule 14D-9 and the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and, with respect to the Company Proxy Statement only, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Schedule 14D-9/A, the Exchange Schedule 14D-9 and the Company 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 necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in misleading. At the case time 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 stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) in the case filing 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 Statement and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any 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, provided that . The representations and warranties contained in this representation and warranty Section 5.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents based upon information furnished to Parent or Merger Subsidiary the Company in writing by the Company Parent specifically for use therein. (c) Neither the information with respect to the Company or any Subsidiary that the Company furnishes in writing to Parent specifically for use in the Parent Disclosure Documents (as defined in Section 6.09(a)) nor the information incorporated by reference from documents filed by the Company with the SEC or any other governmental or regulatory authority will, at the time of the filing thereof, at the time of any distribution 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 under which they were made, not misleading.

Disclosure Documents. (a) The information Each document required to be filed by Parent with the SEC in connection with the transactions 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 Exchange Offer or the Merger and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act except that no representation or warranty is made hereby with respect to any information furnished to Parent and any of its subsidiaries that Parent furnishes to by the Company in writing specifically for use inclusion in any the Company Disclosure Document Documents. (b) At the time the Form TO/A, the Exchange Form TO, the Exchange Form S-4 and the Merger Form S-4 or any amendment or supplement thereto is 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, the Form TO/A, the Exchange Form TO, the Exchange Form S-4 and the Merger Form S-4, as supplemented or amended, if applicable, 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 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 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 misleading. At the time of the filing of such Company any Parent Disclosure Document other than the Exchange Form S-4 or any supplement or amendment thereto the Merger Form S-4 and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, such Parent Disclosure Document will not contain any untrue statement of a material fact or omit to state any 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, provided that . The representations and warranties contained in this representation and warranty SECTION 6.09(b) will not apply to statements or omissions included in the Offer Parent Disclosure Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein. (c) Neither the information with respect to Parent or any Parent Subsidiary that Parent furnishes in writing to the Company specifically for use in the Company Disclosure Documents nor the information incorporated by reference from documents filed by Parent with the SEC will, at the time of the provision thereof to Parent or at the time of the filing thereof by Parent with the SEC, as the case may be, and at the time of the 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 under which they were made, not misleading.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to be supplied by the Company for inclusion or incorporation by reference in writing specifically for use in any the Disclosure Documents will at the time (i) they are distributed to offerees of the respective Company Disclosure Document will not Offer and Partnership Offer or (ii) withdrawal rights under the Company Offer and the Partnership Offer, respectively, expire and the Offers are consummated, contain any untrue statement 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 in which they were made, not misleading (i) in misleading. If, at any time prior to the case consummation of the Company Proxy StatementOffer or the Partnership Offer, as supplemented the case may be, the Company becomes aware of the occurrence of any event with respect to the Company, any of its Subsidiaries, or amendedits directors, if applicableofficers, employees or holders of Equity Units which is required to be described in the Disclosure Documents (or in any amendment of, or supplement to, the Disclosure Documents) as described above, the Company shall notify the HFCP Investors and Holdings, and the Company shall cooperate with the HFCP Investors and Holdings in promptly preparing an appropriate amendment or supplement in which such event shall be so described and disseminated to the holders of Equity Units, and the Company shall provide all reasonable assistance to enable such amendment or supplement to comply with all provisions of applicable law. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Private Placement Memorandum will, at the time such Company Proxy Statement the Private Placement Memorandum is distributed to the potential Initial Management Investors, 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 Offer DocumentsClosing, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made thereintherein not misleading. If at any time prior to the Closing, the Company becomes aware of the occurrence of any event with respect to the Company or any of the Company's Subsidiaries which is required to be described in the light Private Placement Memorandum (or in any amendment of, or supplement to, the Private Placement Memorandum) so as to maintain the accuracy and completeness of the circumstances under Private Placement Memorandum, the Company shall notify the HFCP Investors and Holdings, the Company shall cooperate with the HFCP Investors and Holdings in promptly preparing an appropriate amendment or supplement in which they were madesuch event shall be so described and disseminated to the potential Initial Management Investors, not misleading, provided that this representation and warranty will not apply the Company shall provide all reasonable assistance to statements enable such amendment or omissions included supplement to comply with all provisions of applicable law. (c) The offering and sale of Holdings Shares and the issuance of Roll-Over Options in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by Equity Roll-Over shall be exempt from registration under the Company specifically for use thereinSecurities Act.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Parent or Merger Sub for use inclusion or incorporation by reference in (i) the Form F-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementCompany, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andStockholder Meeting, at the time of the filing thereof, Form F-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the Transactions, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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. (b) The representations and warranties contained in this representation and warranty Section 4.7 will not apply to statements or omissions included in the Offer Documents Form F-4 (including the Proxy Statement) to the extent based upon information furnished to Parent supplied by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Digital for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, or (ii) the Joint Proxy Statement (as defined in the light of the circumstances under which they were made, not misleading (iMerger Agreement) in the case of the Company Proxy Statement, as supplemented or amended, if applicablewill, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to stockholders the Stockholders of the Company Appia 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 StatementDigital, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting (as defined in the Merger Agreement) and at the time of any distribution or dissemination thereof. Parent Stockholder Meeting (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form defined in all material respects with the applicable requirements of the 1934 Act andMerger Agreement), at the time the Form S-4 is declared effective by the SEC or as of the filing thereofClosing, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Digital is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, provided that this representation to the extent relating to Digital or any Subsidiary or other information supplied by or on behalf of Digital or any 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 warranty 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 not apply comply in all material respects with the provisions of any applicable Law as to statements or omissions included in the Offer Documents based upon information furnished required to Parent or Merger Subsidiary in writing by the Company specifically for use be contained therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect the SEC or any other applicable Governmental Entity or required to Parent and any of its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Stockholders in writing specifically for use in any connection with the transactions contemplated by this Agreement (the “Company Disclosure Document Documents” ), including the Schedule 14D-9 and the Proxy Statement (if applicable), to be filed with the SEC in connection with the Offer and 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 applicable requirements of the Exchange Act and other applicable Law. (i) The Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Company Stockholders and at the time of the meeting of Company Stockholders to consider this Agreement and at the Effective Time, and (ii) Company Disclosure Documents (other than the Proxy Statement), at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, 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) misleading. The representations and warranties contained in this Section 5.10 will not apply to statements or omissions included in the case Company Disclosure Documents based upon information furnished to the Company by or on behalf of Parent or Merger Sub or any of their Affiliates specifically for use therein. (c) The information with respect to the Company or any 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 stockholders of Subsidiaries that the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) furnishes to Parent or Merger Sub specifically for use in the case of any Company Disclosure Document other than Schedule TO and the Company Proxy StatementOffer Documents, 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. Schedule TO (b) The Offer Documentsor, when filed, distributed or disseminatedif amended, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time date of the filing thereofsuch amendment), at the time of any distribution or dissemination thereof of the Offer Documents and at the time of the consummation of the OfferOffer (or, if amended, as of the date of such amendment), 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by Buyer and Parent with the SEC in connection with the transactions contemplated by this Agreement (the "Buyer Disclosure Documents"), including, without limitation, the proxy or information statement and registration statement of Buyer and Parent (the "Form S-4"), to be filed with respect the SEC in connection with the issuance of Parent Common Stock pursuant to Parent this Agreement and any amendments or supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of its subsidiaries that the 1933 Act and the 0000 Xxx. (b) At the time the proxy statement which forms a part of the Form S-4 (the "Buyer Proxy Statement") or any amendment or supplement thereto is first mailed to shareholders of Buyer, at the time such shareholders vote on the issuance of Parent furnishes to Common Stock in connection with this Agreement, the Company in writing specifically for use in any Company Disclosure Document Buyer 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 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, as supplemented or amended, if applicable, at the 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 misleading. At the time of the filing of such Company any Buyer Disclosure Document or any supplement or amendment thereto other than the Buyer Proxy Statement and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, such Buyer Disclosure Document will not contain any untrue statement of a material fact or omit to state any 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, provided that . The representations and warranties contained in this representation and warranty Section 4.08 will not apply to statements included in or omissions included in from the Offer Buyer Disclosure Documents based upon information furnished to Buyer or Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes supplies to the 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 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, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders vote on approval of the Merger and adoption of this Agreementthe Plan of Merger, 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 thereto, at the time of any distribution or dissemination thereofthereof and at the time of consummation of the Offer. (b) The Schedule TO, when filed, and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of such filing or the filing thereofof any amendment or supplement thereto, at the time of any such distribution or dissemination thereof 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 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 . The representations and warranties in this representation and warranty Section 6.05 will not apply to statements or omissions included or incorporated by reference in the Schedule TO and the Offer Documents based upon information furnished supplied to Parent or Merger Subsidiary in writing by the Company or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The information Each document required to be filed by the Company with respect to Parent the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9 but excluding for purposes of this representation, for the avoidance of doubt, the Proxy Statement (if applicable)), 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 its subsidiaries the Exchange Act; provided, however, that Parent furnishes to the Company in writing specifically for use in extent any such document contains information provided or required to be provided by or on behalf of Parent or Acquisition Sub or any Affiliate of Parent or Acquisition Sub, the term “Company Disclosure Document Documents” shall not apply to any such information. (b) The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof 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 necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) misleading. The representations and warranties contained in this Section 4.11 will not apply to statements included in, or omissions from, the Company Disclosure Documents based upon information furnished to the Company by or on behalf of Parent or Acquisition Sub specifically for inclusion in the case Company Disclosure Documents. (c) The information with respect to the Company or any of the Company’s Subsidiaries that the Company Proxy Statementfurnishes to Parent or Acquisition Sub expressly for use in the Schedule TO and the Offer Documents, as supplemented or amended, if applicable, at on the time such date the Company Proxy Statement or any amendment or supplement thereto is Disclosure Documents are 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, Stockholders 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, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under 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, provided that 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. (b) The representations and warranties contained in this representation and warranty ‎‎Section 4.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The information with respect to Parent Form F-4, and any amendments or supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of its subsidiaries that the Exchange Act and the Securities Act. The management information circular of Parent furnishes (“Parent Circular”) to be delivered to, or put at the Company disposal of, shareholders of Parent in writing specifically for use connection with obtaining the Parent Shareholder Approval at the Parent Shareholders’ Meeting will, when provided to shareholders of Parent, comply as to form and substance in all material respects with the applicable requirements of Canadian Securities Laws. None of the Parent Circular or any Company Disclosure Document will not amendment or supplement thereto, will, at the date on which the Parent Circular or any amendment or supplement thereto is first mailed to shareholders of Parent or at the time such shareholders vote on the matters constituting the Parent Shareholder Approval, 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 misleading. Neither the case of the Company Proxy StatementForm F-4 nor any amendment or supplement thereto, as supplemented or amended, if applicablewill, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of it becomes effective under 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Securities Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, 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. Notwithstanding the foregoing, provided that no representation or warranty is made by Parent in this representation and warranty will not apply Section 4.9 with respect to statements made or omissions included incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents based upon information furnished to Parent Circular or Merger Subsidiary in writing by the Company specifically for use thereinForm F-4.

Disclosure Documents. None of the documents required to be filed by Parent with the SEC after the date hereof in connection with the Transactions will, on the date of such 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 under which they are made, not misleading. In furtherance and not in limitation of the foregoing, and subject to the last sentence of this Section 6.04, Parent and Merger Sub hereby covenant and agree that none of the information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) The information 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, (b) the Parent Proxy Statement/Prospectus and any Scheme Circular will, at the date it is first mailed to Parent’s stockholders or at the time of its subsidiaries that the Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not Stockholders’ Meeting, 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 are made, not misleading misleading, or (ic) in the case of Registered Prospectus filed with the Company Proxy Statement, as supplemented or amended, if applicableJSE to be sent to Parent’s stockholders will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to Parent’s 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, or 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 Offer DocumentsParent Stockholders’ Meeting, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing provisions of this Section 6.04, provided that this no representation and or warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to is made by Parent or Merger Subsidiary Sub with respect to information or statements made or incorporated by reference in writing the Registration Statement, the Scheme Circular, the Parent Proxy Statement/Prospectus or the Registered Prospectus which were not supplied by the Company specifically for use thereinor on behalf of Parent or Merger Sub.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the 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 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, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders 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 Offer Documents. Each document required to be filed by the Parent with the SEC or required to be distributed or otherwise disseminated in the U.S. to the Parent’s shareholders in connection with the transactions contemplated by this Agreement 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 1000 Xxx. (b) The Schedule 13E-3, when filed and distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the such filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents Schedule 13E-3 based upon information furnished to Parent or Merger Subsidiary in writing by the Company or any of its Representatives specifically for use therein. (c) The information supplied by Parent for inclusion or incorporation by reference in the F-4 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 provided that this representation and warranty will not apply to statements or omissions included in the F-4 based upon information furnished to Parent by the Company or any of its Representatives specifically for use therein. The F-4 will comply as to form in all material respects with the provisions of the 1933 Act.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries Subsidiaries that Parent furnishes to the 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 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, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time such stockholders shareholders 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 Offer Documents. Each document required to be filed by the Parent with the SEC or required to be distributed or otherwise disseminated in the U.S. to the Parent’s shareholders in connection with the transactions contemplated by this Agreement 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 0000 Xxx. (b) The Schedule 13E-3, when filed and distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the such filing thereof, at the time of any distribution or dissemination thereof 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 Offer Documents Schedule 13E-3 based upon information furnished to Parent or Merger Subsidiary in writing by the Company or any of its Representatives specifically for use therein. (c) The information supplied by Parent for inclusion or incorporation by reference in the F-4 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 provided that this representation and warranty will not apply to statements or omissions included in the F-4 based upon information furnished to Parent by the Company or any of its Representatives specifically for use therein. The F-4 will comply as to form in all material respects with the provisions of the 1933 Act.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under 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, provided that 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. (b) The representations and warranties contained in this representation and warranty Section 4.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to the Company by or on behalf of Parent, Parent Operating Partnership or Merger Subsidiary in writing by the Company specifically for use thereinSub.

Disclosure Documents. (a) The None of the information with respect to provided by Parent and any of its subsidiaries that Parent furnishes to for inclusion in the Company in writing specifically for use in Proxy Statement or any amendment or supplement thereto, at the time the Company Disclosure Document Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of Company and at the time the shareholders vote on adoption of this Agreement and at the Effective Time, 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 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 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 thereofmisleading. (b) The Offer DocumentsRegistration Statement of Parent to be filed with the SEC with respect to the offering of Parent Stock in connection with the Merger (the "Registration Statement") and any amendments or supplements thereto and the proxy statement to be mailed to Parent's shareholders (the "Parent Proxy Statement"), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act andAct. At the time the Registration Statement or any amendment or supplement thereto becomes effective and at the Effective Time, at the time of the filing thereofParent Proxy Statement is first mailed to Parent's stockholders, at the time such stockholders vote upon the issuance of any distribution or dissemination thereof shares of Parent Stock in connection with the Merger and at the time of consummation of Effective Time, the OfferRegistration Statement, as amended or supplemented and the Parent Proxy 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 in order to make the statements made therein, in the light of the circumstances under which they were made, therein not misleading, provided that . The representations and warranties contained in this representation and warranty Section 5.09 will not apply to statements or omissions included in the Offer Documents Registration Statement or any amendment or supplement thereto or in the Parent Proxy 32 Statement based upon information furnished to Parent or Merger Subsidiary by Company in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Parent, Merger Sub or any other Parent Subsidiary for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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. (b) The representations and warranties contained in this representation and warranty ‎‎Section 5.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The information to be supplied by or on behalf of Parent or MergerSub for inclusion or incorporation by reference in (i) the Registration Statement or (ii) the Form F-6, shall not at the time the Registration Statement or the Form F-6 is filed with respect the SEC, at any time it is amended or supplemented, or at the time the Registration Statement or the Form F-6 is declared effective by the SEC, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated in any such document or necessary in order to make the statements in any such document, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the 1933 Act. (b) The information to be supplied by or on behalf of Parent or MergerSub for inclusion or incorporation by reference in (i) the Proxy Statement/Prospectus, and (ii) in any of its subsidiaries that the Parent furnishes Disclosure Documents will (A) in the case of the Proxy Statement/Prospectus, at the time of the filing thereof, at the time of the mailing thereof to the stockholders of the Company, at the time of the Company in writing specifically for use in any Company Disclosure Document will Stockholder Meeting, and at the Effective Time, not contain any untrue statement of a material fact or omit to state any material fact required to be stated in any such document or necessary in order to make the statements made thereinin any such document, in the light of the circumstances under which they were are made, not misleading misleading, or (iB) in the 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 stockholders each of the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) in the case of any Company Parent 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination the mailing thereof and to the shareholders of Parent, at the time of consummation the Parent Shareholder Meeting and at the Effective Time, contain all particulars relating to the parties to this Agreement required to comply in all material respects with all United Kingdom statutory and other legal provisions (including, without limitation, the Companies Act, the FSMA and the rules and regulations made thereunder, and the rules and requirements of the Offer, will UKLA) and not contain any untrue statement of a material fact or omit to state any material fact required to be stated in any such document or necessary in order to make the statements made thereinin any such document, in the light of the circumstances under which they were are made, not misleading. (c) Notwithstanding the foregoing, provided that this Parent makes no representation and or warranty will not apply with respect to statements any information supplied by the Company which is contained or omissions included incorporated by reference in the Offer Documents based upon information furnished Disclosure Filings. (d) If at any time prior to the Effective Time any fact or event relating to Parent or Merger Subsidiary any of its Subsidiaries or Affiliates which should be set forth in writing an amendment to any of the Disclosure Filings should be discovered by Parent or should occur, Parent shall promptly inform the Company specifically for use thereinof that fact or event.

Disclosure Documents. (a) The information Each document required to be filed by Parent with respect the SEC or the UKLA or required to be distributed or otherwise disseminated to 31 Parent’s shareholders in connection with the Merger and the other Transactions, including the Form F-4, the Form 8-A, the Parent Circular, the Parent Prospectus, the Schedule 13E-3, and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact amendments 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 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 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 Offer Documentssupplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Securities Act andand the Exchange Act and the rules and regulations of the SEC thereunder (in the case of the Form F-4, at the Form 8-A and the Schedule 13E-3) and the applicable requirements of the Listing Rules and the Prospectus Rules (in the case of the Parent Circular and the Parent Prospectus, respectively). (b) (i) At the time of the filing thereofSchedule 13E-3 or any amendment or supplement thereto becomes effective, at the time of any distribution Schedule 13E-3, as amended or dissemination thereof and at the time of consummation of the Offersupplemented, 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, provided that this representation (ii) at the time the Parent Circular or any amendment or supplement thereto is first mailed to the holders of Parent Ordinary Shares, and warranty at the time of the Parent Shareholders Meeting, the Parent Circular, as amended or supplemented, if applicable, will not apply contain any information which is not in accordance with the facts or which omits anything likely to affect the import of such information and will contain all particulars and information required by the Listing Rules, (iii) at the time the Parent Prospectus or any amendment or supplement thereto is first published, the Parent Prospectus, as amended or supplemented, if applicable, will not contain any information which is not in accordance with the facts or which omits anything likely to affect the import of such information and will contain all such information as is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of Parent and its consolidated subsidiaries and the rights attaching to Parent Ordinary Shares, in a form which is comprehensible and easy to analyze and includes a summary that conveys, concisely, in non-technical language and in an appropriate structure, the key information relevant to the Parent Ordinary Shares and (iv) at the time the Form F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-4, as amended or supplemented, is declared effective under the Securities Act, the Form 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 Parent in this Section 4.07 with respect to statements made or omissions included in the Offer Documents incorporated by reference therein based upon on information furnished to Parent or Merger Subsidiary in writing supplied by the Company specifically for use inclusion or incorporation by reference in such documents. (c) None of the information supplied or to be supplied by Parent, 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 Capital 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. None of the information supplied or to be supplied by or on behalf of PIC for inclusion or incorporation by reference in the joint proxy statement/prospectus relating to the matters to be submitted to PNG's shareholders at the PNG shareholder meeting related to the Merger and to the Parent shareholders at the Parent shareholder meeting related to the Merger (asuch joint proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") The or any amendment or supplement thereto shall, at the date the Joint Proxy Statement/Prospectus or any such amendment or supplement is first mailed to the shareholders of PNG and Parent, contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by or on behalf of PIC for inclusion or incorporation by reference in the Registration Statement on Form S-4 with respect to the issuance of Parent Class A common shares issuable in the Merger (such Form S-4, and any of its subsidiaries that Parent furnishes to amendments or supplements thereto, the Company in writing specifically for use in "Form S-4") or any Company Disclosure Document will not amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact 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, as supplemented or amended, if applicable, at the 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact required to be stated therein 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 . No representation or warranty is made by PIC in this representation and warranty will not apply Section 4.25 with respect to statements made or omissions included incorporated by reference therein based on information that was not supplied by or on behalf of PIC for inclusion or incorporation by reference in the Offer Documents based upon information furnished to Parent Joint Proxy Statement/Prospectus or Merger Subsidiary in writing by the Company specifically for use thereinForm S-4.

Disclosure Documents. (a) The information Subject to Parent's and Acquisition Co.'s fulfillment of their respective obligations with respect to Parent thereto, the Schedule 14D-9 and any of its subsidiaries that Parent furnishes proxy statement to be sent to the Company's shareholders in connection with the Company Shareholder Meeting (the "Proxy Statement") will contain (or will be amended in writing specifically for use a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any Company Disclosure Document other applicable Law and will not conform in all material respects with the requirements of the Exchange Act and any other applicable Law, and neither the Schedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to Company's shareholders, contain any untrue statement 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 are made, not misleading (i) misleading; provided, however, that no representation or warranty is hereby made by the Company with respect to any information supplied by Parent or Acquisition Co. in writing for inclusion in, or with respect to Parent or Acquisition Co. information derived from Parent's public SEC filings which is included or incorporated by reference in, the case Schedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied in writing by Company Proxy Statementfor inclusion or incorporation by reference in, as supplemented or amendedwhich may be deemed to be incorporated by reference in, if applicableany of the Offer Documents will, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of respective times 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects Documents are filed with the applicable requirements of the 1934 Act andSEC or published, at the time of the filing thereofsent or given to Company's shareholders, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were are made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The information with respect to Parent and any As of its subsidiaries that filing date, each report, schedule, form, statement or other document filed by Parent furnishes to with the Company in writing specifically for use in any Company Disclosure Document will SEC since February 23, 2000 (the "Parent ------ SEC Documents") (i) did 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 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 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 except to the extent that such statements have been modified or superseded by a later filed Parent SEC Document and (ii) complied in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) The Registration Statement on Form F-4 of Parent (the "Form F-4") -------- to be filed with the SEC under the 1933 Act relating to the registration of Parent ADSs (including the Parent Shares underlying such Parent ADSs) in the Merger and any amendments or supplements thereto, will, when filed, subject to the last sentence of Section 4.08(c), comply as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act. (c) The proxy statement or other materials of Parent to be filed with the applicable regulatory authorities in connection with the Parent Shareholder Meeting, and any amendment or supplement thereto, (i) will not, at the date the proxy materials are first distributed or published or at the time the holders of Parent Shares vote on the Capital Increase, contain any untrue statement of a material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, and (ii) will comply in all material respects with applicable French law relating to securities and stock exchanges and the applicable rules and regulations thereunder. No representation or warranty is made by Parent in this representation and warranty will not apply Section 4.08 with respect to statements made or omissions included in the Offer Documents incorporated by reference therein based upon on information furnished to Parent or Merger Subsidiary in writing supplied by the Company specifically for use inclusion or incorporation by reference therein. (d) Neither the Form F-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 Parent in this Section 4.08 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein.

Disclosure Documents. (a) The Each document required to be filed by the 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”), if any, to be filed with respect to Parent the SEC in connection with the Merger, and any of its subsidiaries that Parent furnishes amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the 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 statements made therein, in the light applicable requirements of the circumstances under which they were made, not misleading 1934 Act. (a) (i) in the case of the 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 stockholders shareholders of the Company and at the time such stockholders shareholders vote on approval of the Merger and adoption of this Agreementthe Plan of Merger, 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 thereto, at the time of any distribution or 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 under which they were made, not misleading. (b) 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, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofof the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination thereof of the Offer Documents 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 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, provided that . The representations and warranties contained in this representation and warranty 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 furnished to supplied by Parent or Merger Subsidiary in writing by the Company or any of their representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, (i) the Exchange Schedule 14D-9 (including information required by Rule 14f-1 under the Exchange Act), the Schedule 14D-9/A (including information required by Rule 14f-1 under the Exchange Act) and (iii) the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (the "Company Proxy Statement"), if any, to be filed with the SEC in connection with the Offer or the Merger and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act except that no representation or warranty is made hereby with respect to Parent and any of its subsidiaries that Parent furnishes information furnished to the Company by Parent in writing specifically for use inclusion in any the Company Disclosure Document Documents. (b) At the time the Schedule 14D-9/A, the Exchange Schedule 14D-9 and the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and, with respect to the Company Proxy Statement only, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Schedule 14D-9/A, the Exchange Schedule 14D-9 and the Company 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 necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in misleading. At the case time 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 stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) in the case filing 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 Statement and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any 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, provided that . The representations and warranties contained in this representation and warranty Section 5.09(b) will not apply to statements or omissions included in the Offer Company Disclosure Documents based upon information furnished to Parent or Merger Subsidiary the Company in writing by the Company Parent specifically for use therein. (c) Neither the information with respect to the Company or any Subsidiary that the Company furnishes in writing to Parent specifically for use in the Parent Disclosure Documents (as defined in Section 6.09(a)) nor the information incorporated by reference from documents filed by the Company with the SEC will, at the time of the provision thereof to Parent or at the time of the filing thereof by the Company with the SEC, as the case may be, at the time of the 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 under which they were made, not misleading.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Parent or Merger Sub for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the Transactions, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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. (b) The representations and warranties contained in this representation and warranty Section 4.7 will not apply to statements or omissions included in the Offer Documents Form S-4 (including the Joint Proxy Statement) to the extent based upon information furnished to Parent supplied by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any of its subsidiaries that Parent furnishes to the Company be supplied in writing specifically by or on behalf of Parent, Merger Sub or any other Parent Subsidiary for use inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the SEC, at any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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. (b) The representations and warranties contained in this representation and warranty Section 5.8 will not apply to statements or omissions included in the Offer Documents Form S-4 or the Joint Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The Each document required to be filed by the 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 or information statement of the Company (the “Proxy Statement”), if any, to be filed with respect to Parent 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 its subsidiaries that Parent furnishes the 1934 Act. The representations and warranties contained in this Section 5.09(a) 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 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 Company The 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 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, 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. The representations and warranties contained in this Section 5.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein. (bc) 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 Schedule TO and the Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofof the Schedule TO, at the time of any distribution or dissemination thereof 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 under which they were made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and be supplied by any of its subsidiaries that the Parent furnishes Entities for inclusion or incorporation by reference in (i) the Form F-4, the Form F-6 or the Form 8-A will, at the time such registration statement is filed with the SEC and at the time it becomes effective under the 1933 Act or the 1934 Act, as applicable ,or (ii) the Joint Proxy Statement/Prospectus will, at the date the Joint Proxy Statement/Prospectus is mailed to shareholders of the Company or at the time of the meeting of shareholders of the Company to be held in writing specifically for use in any Company Disclosure Document will not connection with the transactions contemplated by this 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 made therein, in the light of the circumstances under which they were are made, not misleading (i) in the case misleading. The portions of the Company Form F-4, the Joint Proxy Statement/Prospectus, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of Form F-6 and the Company and at Form 8-A supplied by 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 Offer Documents, when filed, distributed or disseminated, as applicable, Parent Entities will comply as to form in all material respects with the applicable requirements provisions of the 1993 Act and the 1934 Act andand the rules and regulations thereunder. The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Form F-4, the Joint Proxy Statement/Prospectus, the Form F-6 or the Form 8-A based upon information supplied by the Company or any of its Representatives expressly for inclusion therein, as applicable. (b) None of the information supplied or to be supplied by any of the Parent Entities for inclusion or incorporation by reference in the materials to be prepared for approval of the Parent Disclosures and Filings will, at the time of the filing thereoftheir respective filings and/or disclosures, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The portions of the Parent Disclosures and Filings supplied by the Parent Entities will comply as to form in all material respects with the provisions of each of the Parent Entities’ corporate documents, provided that the Brazilian Corporation Law and CVM rules and the rules and regulations thereunder. The representations and warranties contained in this representation and warranty Section 5.09(b) will not apply to statements or omissions included or incorporated by reference in the Offer Documents Parent Disclosures and Filings based upon information furnished to Parent or Merger Subsidiary in writing supplied by the Company specifically or any of its Representatives expressly for use inclusion therein.

Disclosure Documents. (a) The None of the information with respect to provided by Parent and any of its subsidiaries that Parent furnishes to for inclusion in the Company in writing specifically for use in Proxy Statement or any amendment or supplement thereto, at the time the Company Disclosure Document Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of Company and at the time the shareholders vote on adoption of this Agreement and at the Effective Time, 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 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 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 thereofmisleading. (b) The Offer DocumentsRegistration Statement of Parent to be filed with the SEC with respect to the offering of Parent Stock in connection with the Merger (the "REGISTRATION STATEMENT") and any amendments or supplements thereto and the proxy statement to be mailed to Parent's shareholders (the "PARENT PROXY STATEMENT"), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act andAct. At the time the Registration Statement or any amendment or supplement thereto becomes effective and at the Effective Time, at the time of the filing thereofParent Proxy Statement is first mailed to Parent's stockholders, at the time such stockholders vote upon the issuance of any distribution or dissemination thereof shares of Parent Stock in connection with the Merger and at the time of consummation of Effective Time, the OfferRegistration Statement, as amended or supplemented and the Parent Proxy 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 in order to make the statements made therein, in the light of the circumstances under which they were made, therein not misleading, provided that . The representations and warranties contained in this representation and warranty Section 5.09 will not apply to statements or omissions included in the Offer Documents Registration Statement or any amendment or supplement thereto or in the Parent Proxy Statement based upon information furnished to Parent or Merger Subsidiary by Company in writing by the Company specifically for use therein.

Disclosure Documents. (a) The Each document required to be filed by the 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 or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with respect to Parent 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 applicable requirements of its subsidiaries that Parent furnishes to the 1934 Act. (b) The Company Proxy Statement, if any, at the time the Company in writing specifically for use in Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, and, if applicable, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, and the Company Disclosure Documents (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 of dissemination thereof 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) misleading. The representations and warranties contained in this Section 5.09 will not apply to statements or omissions included in the case of Company Disclosure Documents based upon information furnished to the Company Proxy Statement, as supplemented in writing by Parent or amended, if applicable, at Merger Sub specifically for use therein. (c) The information with respect to the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of its Subsidiaries that the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) furnishes to Parent or Merger Sub in writing specifically for use in the case of any Company Disclosure Document other than Schedule TO and the Company Proxy StatementOffer Documents, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereofSchedule TO, at the time of any distribution or dissemination thereof 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 necessary in order 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 Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (a) The None of the information supplied or to be supplied by or on behalf of Parent, Merger Sub or any other Parent Subsidiary for inclusion or incorporation by reference in (i) the Form F-4 will, at the time such document is filed with respect to Parent and the SEC, at any of its subsidiaries that Parent furnishes to time such document is amended or supplemented or at the Company in writing specifically for use in any Company Disclosure Document will not 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 in order to make the statements made thereintherein not misleading, in (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicableCircular will, at the time such Company Proxy Statement document is filed with the applicable Canadian Securities Commissions, at any time such document is amended or any amendment or supplement thereto supplemented, at the date it is first mailed to stockholders the shareholders 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 StatementParent, at the time of the filing of such Company Disclosure Document Parent Shareholder Meeting or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer DocumentsEffective Time, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements made therein not misleading, or (iii) the Proxy Statement will, at the date it is first mailed to the stockholders of the Company, at the time of the Company Stockholder Meeting, at the time the Form F-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading. All documents that Xxxxxx is responsible for filing with the SEC in connection with the transactions contemplated herein, provided that to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent 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. (b) The representations and warranties contained in this representation and warranty Section 5.8 will not apply to statements or omissions included in the Offer Documents Form F-4 or the Proxy Statement to the extent based upon information furnished supplied to Parent by or Merger Subsidiary in writing by on behalf of the Company specifically for use thereinCompany.

Disclosure Documents. (a) The information with respect to Parent and any of its subsidiaries that Parent furnishes relating to the Company and the Subsidiaries to be contained in writing specifically for use in the Proxy Statement and any Other Filings, and any amendments thereof or supplements thereto, will not, on the date the Proxy Statement or such Other Filing (or any amendment thereof or supplement thereto) is first mailed to holders of Company Disclosure Document will not Shares or at the time of the Company Stockholder 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, therein not false or misleading at the time and in the light of the circumstances under which they were such statement is made, not misleading (i) in the case of . All documents that the Company Proxy Statementis responsible for filing with the SEC in connection with the Mergers or the other Contemplated Transactions, as supplemented or amended, if applicable, at including the time such Company Proxy Statement or and any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on adoption of this AgreementOther Filings, 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 amendments thereof or any supplement or amendment supplements thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the 1934 Securities Act andand the rules and regulations thereunder, at and the time of Exchange Act and the filing thereof, at the time of any distribution or dissemination thereof rules 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, regulations thereunder. The representations and warranties contained in the light of the circumstances under which they were made, not misleading, provided that this representation and warranty Section 4.11 will not apply to the failure of the Proxy Statement or any Other Filing, or any amendment thereof or supplement thereto, to comply as to form as a result of, or statements or omissions included in the Offer Documents Proxy Statement or any Other Filings based upon upon, information furnished to Parent supplied by, or the sufficiency of disclosures related to, Parent, Sub REIT, REIT Merger Subsidiary in writing by the Company specifically for use thereinSub or Partnership Merger Sub.

Disclosure Documents. (a) The None of the information with respect supplied in writing or to Parent and any of its subsidiaries that Parent furnishes to be supplied in writing by the Company for inclusion in writing specifically (i) the definitive proxy statement (as the same may be amended or supplemented from time to time, the "Proxy Statement/Prospectus"), and (ii) the registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the Merger (as the same may be amended or supplemented from time to time, the "Registration Statement") including the Proxy Statement/Prospectus included therein, will, in the case of the Proxy Statement/Prospectus, either at the time of mailing of the Proxy Statement/Prospectus to shareholders of the Company or at the time of the special meeting of the shareholders of the Company (the "Shareholders Meeting") to be duly called, noticed, convened and held as soon as practicable following the date hereof for use in any Company Disclosure Document will not the purpose of voting to approve this Agreement and 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 made therein, in the light of the circumstances under which they were are made, not misleading (i) or will, in the case of the Company Proxy Registration Statement, as supplemented or amended, if applicable, either at the time such Company Proxy the Registration Statement is filed with the SEC 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 Agreementthe Registration Statement becomes effective under the Securities Act, 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 Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof 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 required to be stated therein or necessary to make the statements therein not misleading except that no representation or warranty is made therein, in by the light of Company with respect to (i) any forward-looking information regarding or statements made by the circumstances under which they were made, Company (whether or not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon Registration Statement) or (ii) with respect to the information furnished to Parent or Merger Subsidiary in writing supplied by the Company specifically for use thereinParent.

Disclosure Documents. (a) The None of the information with respect supplied or to Parent and any be supplied in writing by or on behalf of its subsidiaries that Parent furnishes to the Company in writing specifically for use in or any Company Disclosure Document will not Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the U.S. Securities and Exchange Commission (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 in order to make the statements made thereintherein not misleading, in or (ii) the light of the circumstances under which they were made, not misleading (i) in the case of the Company Joint Proxy Statement, as supplemented or amended, if applicableStatement will, at the time such Company Proxy Statement or any amendment or supplement thereto date it is first mailed to the 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 StatementParent, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto Stockholder Meeting and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act andParent Stockholder Meeting, at the time of the filing thereof, Form S-4 is declared effective by the SEC or at the time of any distribution or dissemination thereof and at the time of consummation of the OfferEffective Time, 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 made therein, in the light of the circumstances under in which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the Transactions, provided that to the extent relating to the Company or other information supplied by or on behalf of the Company 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. (b) The representations and warranties contained in this representation and warranty Section 3.30 will not apply to statements or omissions included in the Offer Documents Form S-4 (including the Joint Proxy Statement) to the extent based upon information furnished to supplied by or on behalf of Parent or Merger Subsidiary in writing by the Company specifically for use thereinSub.