Common use of Disclosure Documents Clause in Contracts

Disclosure Documents. (i) The information with respect to Parent and 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 (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereof. (ii) The Offer Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, 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 in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time the stockholders such shareholders vote on adoption approval of this Agreementthe Merger and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that the representations and warranties contained in this representation and warranty Section 5.3(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Subsidiary in writing Sub by the Company specifically for use therein.

Disclosure Documents. (ia) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.6(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and its subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein. (b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer will not contain, 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 (Amisleading. The representations and warranties contained in this Section 5.6(b) do not apply to statements or omissions included in the case of Offer Documents based upon information furnished to Parent by the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereofspecifically for use therein. (iic) The Offer None of the information with respect to Parent or Merger Subsidiary or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company specifically for use in the Company Disclosure Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof, at the time of the consummation of the Offer, Offer and at the time such stockholders vote on adoption of this Agreement will 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 in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) The information with respect to supplied by or on behalf of either Parent and its subsidiaries that Parent furnishes to the Company in writing specifically or Sub 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 either Parent or Sub, will not contain, contain any untrue statement 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 (Ai) in the case of the Company Proxy Statement Statement, if any, to be filed with the SEC in connection with the Merger, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time the stockholders such shareholders vote on approval and adoption of this Agreement, and (Bii) 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 thereof of such Company Disclosure Document or any supplement or amendment thereto, Offer Document, Schedule TO or Schedule 14D‑9 and at the time of any distribution thereofor dissemination thereof and at the Acceptance Date. (iib) The Schedule TO, when amended and filed, and the Offer Documents, when fileddistributed or disseminated in accordance with this Agreement, did comply and will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and will not at the time of the filing thereofMBCA and, at the time of any such filing, at the time of such distribution thereof or dissemination 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, ; provided that this representation and warranty will not apply to statements or omissions in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary Sub in writing by the Company specifically expressly for use inclusion or incorporation by reference therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) 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 Exchange 1934 Act and will not and, at the time of the filing thereof, at the time of any distribution or dissemination thereof or 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, 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 thereinCompany.

Disclosure Documents. (ia) The information with respect to Parent Schedule TO and 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 (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereof. (ii) 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 Exchange Act and will not at the time of rules and regulations thereunder and all other applicable Laws. (b) The Schedule TO and the filing thereofOffer Documents, at the time of any filing, distribution thereof or at the time of dissemination and 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. (c) The information with respect to the Parent and any of its Subsidiaries that the Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document shall not (i) in the case of the Proxy Statement, PROVIDEDas supplemented or amended, that if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Company Stockholders, as of the Special Meeting or at the Effective Time and (ii) in the case of 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, at the time of any distribution or dissemination thereof and at the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) The representations and warranties contained in this representation and warranty Section 5.4 will not apply to statements or omissions included in the Schedule TO or the Offer Documents based upon information furnished to the Parent or Merger Subsidiary the Purchaser in writing by the Company specifically for use therein.

Disclosure Documents. (i) The information with respect to Parent Buyer and its subsidiaries and Merger Subsidiary that Parent furnishes Buyer and Merger Subsidiary furnish to the Company in writing specifically for use in any Company Disclosure Offer Document will not contain, 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 (Ai) in the case of the Company Proxy Statement (as defined in Section 6.02 herein) at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and Company, at the time the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (Bii) in the case of any Company Disclosure Offer Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereof. (ii) . The Offer DocumentsSchedule 13E-3, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and Act. The Schedule 13E-3 will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, 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, ; PROVIDED that this representation and warranty will not apply to statements or omissions in the Offer Documents based upon information furnished to Parent Buyer or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.06(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and its subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein. (b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer will not contain, 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 (Amisleading. The representations and warranties contained in this Section 5.06(b) do not apply to statements or omissions included in the case of Offer Documents based upon information furnished to Parent by the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereofspecifically for use therein. (iic) The Offer None of the information with respect to Parent or Merger Subsidiary or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company specifically for use in the Company Disclosure Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof, at the time of the consummation of the Offer, Offer and at the time such stockholders vote on adoption of this Agreement will 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 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) Each Company Disclosure Document when filed, distributed or disseminated, as applicable, shall comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and all other applicable Laws. (i) The information with respect Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Parent Company Stockholders and its subsidiaries that Parent furnishes to at the Company in writing specifically for use in time of the Special Meeting 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, contain any untrue statement of a material fact or omit to state any material fact that is necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. (Ac) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to the Parent in writing specifically for use in the case of Schedule TO and the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy StatementOffer Documents, at the time of the filing thereof and at the time of any distribution thereof. (ii) The Offer Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofSchedule TO, at the time of any distribution thereof 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 that is 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 . (d) The representations and warranties contained in this representation and warranty Section 4.21 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 or the Purchaser specifically for use therein.

Disclosure Documents. (ia) The information with respect to Parent Royalty Pharma and any of its subsidiaries Affiliates that Parent Royalty Pharma furnishes to the Company in writing specifically for use inclusion or incorporation by reference in any Company Disclosure Document will not contain, 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 (Ai) in the case of the Company Proxy Statement Statement, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when amended and filed in accordance with this Agreement, and the Offer Documents, when fileddistributed or disseminated in accordance with this Agreement, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that this representation and warranty will not apply to statements or omissions in the Schedule TO and the Offer Documents based upon information furnished to Parent Royalty Pharma or Merger Subsidiary in writing by the Company specifically for use inclusion or incorporation by reference therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) 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, at the time of any distribution or dissemination thereof and at the time of any distribution thereofthe consummation of the Offer. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that this representation and warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that this representation and warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption approval of this Agreementthe Merger and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange 1934 Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that the representations and warranties contained in this representation and warranty Section 6.05(b) will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished in writing to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time the stockholders such shareholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) 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 Exchange 1934 Act and will not and, at the time of the filing thereof, at the time of any distribution or dissemination thereof or 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, 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. (ia) 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, contain any untrue statement 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the Company such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form and substance in all material respects with the applicable requirements of the Exchange 1934 Act and will not at the time of the filing thereofand, at the time of any distribution thereof or such filing, at the time of consummation such distribution or dissemination and at 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 necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that this representation and warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) 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 Exchange 1934 Act and will not and, at the time of the filing thereof, at the time of any distribution or dissemination thereof or 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, 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. (ia) The Schedule 14D-9 when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (b) The Schedule 14D-9, at the time of filing, 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 material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (c) The information with respect to Parent and its subsidiaries that Parent furnishes to the Company or any of its Subsidiaries that the Company furnishes, or causes to be furnished, to Parent or Purchaser in writing specifically for use in the Schedule TO and the amended Offer Documents, at the time of the filing of the Schedule TO, at the time of any Company Disclosure Document distribution or dissemination of the amended Offer Documents and at the time of the consummation of the Offer, will not contain, contain any untrue statement 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 (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereofmisleading. (iid) The Offer Documents, when filed, will comply as to form representations and warranties contained in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, 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 Section 4.21 do not apply to statements or omissions in the Offer Documents Schedule 14D-9 based upon information furnished or caused to Parent or Merger Subsidiary be furnished to the Company in writing by the Company Parent or Purchaser specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the Company such Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to stockholders of the Company Stockholders and at the time of the stockholders vote on adoption meeting of Company Stockholders to consider this AgreementAgreement and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that the representations and warranties contained in this representation and warranty Section 6.8 will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing Sub by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the Company such Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to stockholders of the Company Stockholders and at the time of the stockholders vote on adoption meeting of Company Stockholders to consider this AgreementAgreement and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; 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 Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing Sub by the Company specifically for use therein.

Disclosure Documents. (ia) The information Each document required to be filed by the Company with respect the SEC or required to Parent and its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Company’s stockholders 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 connection with the statements made therein, in the light of the circumstances under which they were made, not misleading (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of transactions contemplated by this Agreement, including the Schedule 14D-9, the Schedule 13E-3 and any amendments or supplements thereto (B) in collectively, the case of any “Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereof. (ii) 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 Exchange Act and will not Act. (b) Any Company Disclosure Document, at the time of the filing thereof, at of such Company Disclosure Document or any amendment or supplement thereto and the time of any such distribution thereof or at the time of consummation of the Offerdissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use (or incorporation by reference) in the Schedule TO and the Offer Documents, PROVIDEDat the time of the filing of the Schedule TO or any amendment or supplement thereto, that at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The representations and warranties contained in this representation and warranty Section 5.09 will not apply to statements or omissions included or incorporated by reference in the Offer Documents or the Company Disclosure Documents based upon information furnished supplied to Parent or Merger Subsidiary in writing Sub by the Company or on its behalf specifically for use or incorporation by reference therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Merger Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Merger Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time the stockholders such shareholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Merger Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) 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 Exchange 1934 Act and will not and, at the time of the filing thereof, at the time of any distribution or dissemination thereof or 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, 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. (ia) The information with respect to Parent and or any of its subsidiaries Subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company and at the time the such stockholders vote on adoption approval of this Agreementthe Merger, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof1934 Act, and, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, provided that the representations and warranties contained in this representation and warranty Section 6.5 will not apply to statements or omissions included in the Schedule TO and/or the Offer Documents based upon information furnished in writing to Parent or Merger Subsidiary in writing by the Company or its Subsidiaries specifically for use therein.

Disclosure Documents. (ia) 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, contain any untrue statement 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofand, at the time of such filing or the filing of any amendment or supplement thereto, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact 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 5.5 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 Sub by the Company or any of its representatives or advisors specifically for use or incorporation by reference therein.

Disclosure Documents. (ia) 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, contain any untrue statement 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time the stockholders such shareholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form and substance in all material respects with the applicable requirements of the Exchange 1934 Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that this representation and warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 4.05(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and its subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein. (b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer will not contain, 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 (Amisleading. The representations and warranties contained in this Section 4.05(b) do not apply to statements or omissions included in the case of Offer Documents based upon information furnished to Parent by the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereofspecifically for use therein. (iic) The Offer None of the information with respect to Parent or Merger Subsidiary or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company for use in the Company Disclosure Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof, at the time of the consummation of the Offer, Offer and at the time such stockholders vote on adoption of this Agreement will 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 in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.05(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and its subsidiaries that Parent furnishes to by the Company in writing specifically for use in therein. (b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any Company Disclosure Document distribution or dissemination thereof and at the time of the consummation of the Offer will not contain, 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 (Amisleading. The representations and warranties contained in this Section 5.05(b) do not apply to statements or omissions included in the case of Offer Documents based upon information furnished to Parent by the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereofspecifically for use therein. (iic) The Offer None of the information with respect to Parent or Merger Subsidiary or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company for use in the Company Disclosure Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof, at the time of the consummation of the Offer, Offer and at the time such stockholders vote on adoption of this Agreement will 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 in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, contain any untrue statement 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution thereofor dissemination thereof and at the consummation of the Offer. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form and substance in all material respects with the applicable requirements of the Exchange 1934 Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that this representation and warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (i) The information with respect to Parent Parent, Merger Sub and its subsidiaries other affiliates that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain, contain any untrue statement 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 (Ai) in the case of the Company Proxy Statement Statement, if any, at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and Company, at the time the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and thereof, at the time of any distribution thereofthereof and, except as subsequently amended or supplemented, throughout the remaining pendency of the Offer. (ii) The Offer Documents, when filed, Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not not, at the time of the filing thereof, at the time of any distribution thereof and, except as subsequently amended or at supplemented, throughout the time of consummation remaining pendency of the Offer, Offer contain any 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 Parent or Merger Sub with respect to statements or omissions in the Offer Documents based upon information furnished to Parent or Merger Subsidiary Sub in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders shareholders of the Company and at the time the stockholders such shareholders vote on adoption of this AgreementAgreement and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto with the SEC and at the time of any distribution thereofor dissemination thereof to the Company's shareholders. (iib) 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 Exchange 1934 Act and will not and, at the time of the filing thereof, at the time of any distribution or dissemination thereof or 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, 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. (i) The information with respect to Parent and its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain, 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 (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and Company, at the time the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereof. (ii) The Offer Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, 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, PROVIDEDprovided, that this representation and warranty will not apply to statements or omissions in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (i) The information with respect to Parent and 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 (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereof. (ii) The Offer Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, 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, PROVIDEDprovided, that this representation and warranty will not apply to statements or omissions in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, contain any untrue statement 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the Company such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution thereofor dissemination thereof and at the consummation of the Offer. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form and substance in all material respects with the applicable requirements of the Exchange 1934 Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that this representation and warranty will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the Company such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) 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 Exchange Act and will not and, at the time of the filing thereof, at the time of any distribution or dissemination thereof or 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, ; 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. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the Company such Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to stockholders of the Company Stockholders and at the time of the stockholders vote on adoption meeting of Company Stockholders to consider this AgreementAgreement and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; 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 Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary Sub in writing by the Company specifically for use specifically therein.

Disclosure Documents. (ia) The information Each document required to be filed by the Company with respect the SEC or required to Parent and 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 containDocuments”), including the Schedule 14D-9 and 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 (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereof. (ii) 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 Exchange Act and will not 1934 Act. (b) Each Company Disclosure Document, at the time of the filing thereof, of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution thereof or at the time of consummation of the Offerdissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, PROVIDEDat the time of the filing of the Schedule TO or any amendment or supplement thereto, that at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this 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 Acquisition Subsidiary in writing by the Company or any of their Representatives specifically for use or incorporation by reference therein.

Disclosure Documents. (ia) The Schedule 14D­9 when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (b) The Schedule 14D­9, at the time of filing, 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 material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (c) The information with respect to Parent and its subsidiaries that Parent furnishes to the Company or any of its Subsidiaries that the Company furnishes, or causes to be furnished, to Parent or Purchaser in writing specifically for use in the Schedule TO and the amended Offer Documents, at the time of the filing of the Schedule TO, at the time of any Company Disclosure Document distribution or dissemination of the amended Offer Documents and at the time of the consummation of the Offer, will not contain, contain any untrue statement 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 (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereofmisleading. (iid) The Offer Documents, when filed, will comply as to form representations and warranties contained in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, 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 Section 4.21 do not apply to statements or omissions in the Offer Documents Schedule 14D­9 based upon information furnished or caused to Parent or Merger Subsidiary be furnished to the Company in writing by the Company Parent or Purchaser specifically for use therein.

Disclosure Documents. (ia) The information Each document required to be filed by the Company with respect the SEC or required to Parent and its subsidiaries that Parent furnishes be distributed or otherwise disseminated to the Company Company’s stockholders 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 connection with the statements made therein, in the light of the circumstances under which they were made, not misleading (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of transactions contemplated by this Agreement, including the Schedule 14D-9, and any amendments or supplements thereto (B) in collectively, the case of any “Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereof. (ii) 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 Exchange Act and will not Act. (b) Any Company Disclosure Document, at the time of the filing thereof, at of such Company Disclosure Document or any amendment or supplement thereto and the time of any such distribution thereof or at the time of consummation of the Offerdissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent specifically for use (or incorporation by reference) in the Schedule TO and the Offer Documents, PROVIDEDat the time of the filing of the Schedule TO or any amendment or supplement thereto, that at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The representations and warranties contained in this representation and warranty ‎Section 3.11 will not apply to statements or omissions included or incorporated by reference in the Schedule TO, the Offer Documents or the Schedule 14D-9 based upon information furnished supplied to the Company by Parent or Merger Subsidiary in writing by the Company Sub or on their behalf specifically for use or incorporation by reference therein.

Disclosure Documents. (ia) The None of the information supplied with respect to Parent Purchaser or Merger Sub or to be supplied by Purchaser, Merger Sub or any Affiliate thereof expressly for inclusion in the Company Proxy Statement to be mailed to the Company’s stockholders in connection with the Company Stockholder Meeting, and its subsidiaries that Parent furnishes any documents to be filed by Purchaser, Merger Sub or any Affiliate thereof with any Governmental Entity in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Company in writing specifically for use in Proxy Statement, when first mailed to the Company’s stockholders, be false or misleading with respect to any Company Disclosure Document will not containmaterial fact, any untrue statement 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 the light of the circumstances under which they were madeor, not misleading (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment thereof or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statementthereto, at the time of the filing thereof and at the time of Company Stockholder Meeting, be false or misleading with respect to any distribution thereof. (ii) The Offer Documentsmaterial fact, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements made therein, solicitation of any proxy for the Company Stockholder Meeting. (b) 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 5.03(a) will not apply to statements or omissions included or incorporated by reference in the Offer Documents Company Proxy Statement or any documents to be filed by Purchaser, Merger Sub or any Affiliate thereof with any Governmental Entity based upon information furnished to Parent or Merger Subsidiary in writing supplied by the Company Company, the Bank or any of their respective Representatives specifically for use or incorporation by reference therein.

Disclosure Documents. (ia) Each document required to be filed by the Company with 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 the Exchange Act. (b) The information with respect to Parent and its subsidiaries that Parent furnishes to the Company in writing specifically for use in any 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, 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. (Ac) 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 at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy StatementOffer Documents, at the time of the filing thereof and at the time of any distribution thereof. (ii) The Offer Documents, when filedsuch information is or was provided, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, 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 in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the Company such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) 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 Exchange Act and will not and, at the time of the filing thereof, at the time of any distribution or dissemination thereof or 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, ; 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. (ia) The information with respect to Parent Buyer and its subsidiaries Subsidiaries and Merger Subsidiary that Parent furnishes Buyer and Merger Subsidiary furnish 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 (Ai) in the case of the Company Proxy Statement (defined in Section 6.2 herein), at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders stock holders of the Company and Company, at the time the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof thereof, at the consummation of the Offer and at the time of any distribution thereof. (iib) The Offer Documents, when filed, will comply as to form in all material respects with the applicable ap plicable requirements of the Exchange Act and Act. The Offer Documents will not at the time of the filing thereof, at the time of any distribution distribution, publication or any mailing thereof or at the time of consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements state ments made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that this representation and warranty will not apply to statements state ments or omissions in the Offer Documents based upon information furnished to Parent Buyer or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) Each document required to be filed by the Company with 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 the Exchange Act. (b) The information with respect to Parent and its subsidiaries that Parent furnishes to the Company in writing specifically for use in any 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, 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 (A) 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 in writing by Parent or Merger Sub specifically for use therein. (c) The information with respect to the Company or any of the Company Proxy Statement at the time Subsidiaries that the Company Proxy Statement furnishes to Parent or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) 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 thereof and at the time of any distribution thereof. (ii) The Offer Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofSchedule TO, at the time of any distribution thereof 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, PROVIDED, that this representation and warranty will not apply to statements or omissions in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) Each of the Offer Documents when filed with the SEC, first distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.05(a) do not apply to statements or omissions included in the Offer Documents based upon information with respect furnished to Parent and its subsidiaries that Parent furnishes to by the Company in writing specifically for use in any Company Disclosure Document therein. (b) The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of first distribution or dissemination thereof and at the time of the consummation of the Offer will not contain, 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 (Amisleading. The representations and warranties contained in this Section 5.05(b) do not apply to statements or omissions included in the case of Offer Documents based upon information furnished to Parent by the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereofspecifically for use therein. (iic) The Offer None of the information with respect to Parent or Merger Sub or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company for use in the Company Disclosure Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or dissemination thereof, at the time of the consummation of the Offer, Offer and at the time such shareholders vote to approve the Plan of Merger will 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 in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) Each document required to be filed by the Company with 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 the Exchange Act. (b) The information with respect to Parent and its subsidiaries that Parent furnishes to the Company in writing specifically for use in any 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 consummation of the Offer, will not contain, 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 (A) misleading. The representations and warranties contained in this Section 4.10 will not apply to statements or omissions included in the case Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Purchaser specifically for use therein. (c) The information with respect to the Company or any of the Company Proxy Statement at the time Subsidiaries that the Company Proxy Statement furnishes to Parent or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) Purchaser 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 thereof and at the time of any distribution thereof. (ii) The Offer Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofSchedule TO, at the time of any distribution thereof 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, PROVIDED, that this representation and warranty will not apply to statements or omissions in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the Company such Proxy Statement Statement, or any amendment or supplement thereto thereto, is first mailed to stockholders of the Company Stockholders and at the time of the stockholders vote on adoption meeting of Company Stockholders to consider this AgreementAgreement and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that the representations and warranties contained in this representation and warranty Section 6.8 will not apply to statements or omissions included in the Schedule TO and the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing Sub by the Company specifically for use therein.

Disclosure Documents. (i) The information Each document required to be filed by the Company with respect the SEC or required to Parent and 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 Documents”), including the proxy statement of the Company (the “Company Proxy Statement”) to be filed with the SEC in connection with the Merger and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will not contain, comply as to form in all material respects with the applicable requirements of the 1934 Act and the rules and regulations thereunder. None of the Company Disclosure Documents will 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this Agreement, Agreement and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (ii) The Offer Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, 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; provided, that this representation and warranty will does not apply to any statements or omissions in the Offer Company Disclosure Documents based upon information furnished (or not furnished) to the Company by Parent or Merger Subsidiary in writing by the Company Sub specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company and at the time the such stockholders vote on adoption approval of this Agreementthe Merger and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof1934 Act, and, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, PROVIDED, ; provided that the representations and warranties contained in this representation and warranty Section 6.05 will not apply to statements or omissions included in the Schedule TO and/or the Offer Documents based upon information furnished in writing to Parent or Merger Subsidiary in writing Sub by the Company or its Subsidiaries specifically for use therein.

Disclosure Documents. (a) Each Company Disclosure Document when filed, distributed or disseminated, as applicable, shall comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and all other applicable Laws. (i) The information with respect Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Parent Company Stockholders and its subsidiaries that Parent furnishes to at the Company in writing specifically for use in time of the Special Meeting 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, contain any untrue statement of a material fact or omit to state any material fact that is necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. (Ac) The information with respect to the Company or its Subsidiary that the Company furnishes to the Parent in writing specifically for use in the case of Schedule TO and the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy StatementOffer Documents, at the time of the filing thereof and at the time of any distribution thereof. (ii) The Offer Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofSchedule TO, at the time of any distribution thereof 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 that is 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 . (d) The representations and warranties contained in this representation and warranty Section 4.21 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 or the Purchaser specifically for use therein.

Disclosure Documents. (ia) 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, contain any untrue statement 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the Company such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time the stockholders Company Stockholders vote on adoption of this Agreement, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) The Schedule TO, when filed, and the Offer Documents, when fileddistributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereofand, at the time of any such filing, at the time of such distribution thereof or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact 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 this representation and warranty will not apply . If at any time prior to statements or omissions in the Offer Documents based upon information furnished Effective Time any event with respect to Parent or Merger Subsidiary Sub shall occur which is required to be described in writing any Company Disclosure Document, Parent shall promptly disclose such event to the Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company specifically for use thereinthat is contained in the Schedule TO or any other Offer Document.

Disclosure Documents. (ia) The information with respect to Parent Schedule TO and 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 (A) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement, and (B) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof and at the time of any distribution thereof. (ii) 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 Exchange Act and will not at the time of rules and regulations thereunder and all other applicable Laws. (b) The Schedule TO and the filing thereofOffer Documents, at the time of any filing, distribution thereof or at the time of dissemination and 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. (c) The information with respect to the Parent and the Purchaser that the Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document shall not (i) in the case of the Proxy Statement, PROVIDEDas supplemented and amended, that if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to Company Stockholders, as of the Special Meeting or at the Effective Time and (ii) in the case of 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, at the time of any distribution or dissemination thereof and at the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) The representations and warranties contained in this representation and warranty Section 5.4 will not apply to statements or omissions included in the Schedule TO or the Offer Documents based upon information furnished to the Parent or Merger Subsidiary the Purchaser in writing by the Company specifically for use therein.

Disclosure Documents. (ia) The information with respect to Parent Buyer and its subsidiaries Subsidiaries and Merger Subsidiary that Parent furnishes Buyer and Merger Subsidiary furnish 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 16 21 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 (Ai) in the case of the Company Proxy Statement (defined in Section 6.2 herein), at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and Company, at the time the stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof thereof, at the consummation of the Offer and at the time of any distribution thereof. (iib) The Offer Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and Act. The Offer Documents will not at the time of the filing thereof, at the time of any distribution distribution, publication or any mailing thereof or at the time of consummation of the Offer, 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, ; provided that this representation and warranty will not apply to statements or omissions in the Offer Documents based upon information furnished to Parent Buyer or Merger Subsidiary in writing by the Company specifically for use therein.

Disclosure Documents. (ia) 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, 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 (Ai) in the case of the Company Proxy Statement Statement, as supplemented or amended, if applicable, at the time the such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the such stockholders vote on adoption of this AgreementAgreement and at the Effective Time, and (Bii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (iib) 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 Exchange 1934 Act and will not and, at the time of the filing thereof, at the time of any distribution or dissemination thereof or 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, 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. (ia) The information with respect to Parent Buyer and its subsidiaries that Parent Buyer furnishes to the Company in writing specifically for use in any Company Disclosure Document Documents will not contain, 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 (Ai) in the case of the Company Proxy Statement (if applicable) and the Schedule 13E-3 (if applicable), at the time the Company Proxy Statement or the Schedule 13E-3, as applicable, or any amendment or supplement thereto to either is first mailed to stockholders shareholders of the Company and at the time the stockholders shareholders vote on adoption of this AgreementAgreement (if applicable), and (Bii) in the case of any Company Disclosure Document other than the Company Proxy StatementStatement and the Schedule 13E-3, at the time of the filing thereof and thereof, at the time of any distribution thereof, and at the time of consummation of the Offer. (iib) The Offer DocumentsDocuments and the Schedule 13E-3, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, 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, PROVIDEDprovided, that this representation and warranty will not apply to statements or omissions in the Offer Documents based upon information furnished to Parent Buyer or Merger Subsidiary in writing by the Company specifically for use therein.