Common use of Information in Disclosure Documents and Registration Statement Clause in Contracts

Information in Disclosure Documents and Registration Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion in (i) the Registration Statement or (ii) the Proxy Statement will, in the case of the Registration Statement, at the time it becomes effective or, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the initial mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meeting of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement, as of its effective date, will comply (with respect to information relating to Parent and Merger Sub) as to form in all material respects with the requirements of the Securities Act, and the rules and regulations promulgated thereunder, and as of the date of its initial mailing and as of the date of the Company Stockholders Meeting, the Proxy Statement will comply (with respect to information relating to Parent and Merger Sub) as to form in all material respects with the applicable requirements of the Exchange Act, and the rules and regulated thereunder. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation with respect to any statement in the foregoing documents based upon information supplied by the Company for inclusion therein.

Information in Disclosure Documents and Registration Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion in (i) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (ii) the proxy statement to be distributed in connection with the Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement Statement") will, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, or, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the initial mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meeting of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement, as of its effective date, Proxy Statement will comply (with respect to information relating to Parent and Merger Sub) as to form in all material respects with the requirements applicable provisions of the Securities Exchange Act, and the rules and regulations promulgated thereunder, and as of the date of its initial mailing and as of the date of except that no representation is made by the Company Stockholders Meeting, with respect to statements made therein based on information supplied by Parent or its representatives for inclusion in the Proxy Statement will comply (or with respect to information relating to concerning Parent and Merger Sub) as to form in all material respects with the applicable requirements or any of the Exchange Act, and the rules and regulated thereunder. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation with respect to any statement its Subsidiaries incorporated by reference in the foregoing documents based upon information supplied by the Company for inclusion thereinProxy Statement.

Information in Disclosure Documents and Registration Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion in (i) the Registration Statement on Form S-4 to be filed with the SEC under the Securities Act for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (ii) the proxy statement/prospectus to be distributed in connection with the Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement Statement") will, in the case of the Registration Statement, at the time it becomes effective or, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the initial mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meeting of stockholders of the Company Stockholder Meeting (as defined herein) to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement, as of its effective date, will comply (with respect to information relating to Parent and Merger Subthe Company) as to form in all material respects with the requirements of the Securities Act, and the rules and regulations promulgated thereunder, and as of the date of its initial mailing and as of the date of the Company Stockholders Stockholder Meeting, the Proxy Statement will comply (with respect to information relating to Parent and Merger Subthe Company) as to form in all material respects with the applicable requirements of the Exchange Act, and the rules and regulated regulations promulgated thereunder. Notwithstanding the foregoing, neither Parent nor Merger Sub the Company makes any no representation with respect to any statement in the foregoing documents based upon information supplied by the Company Parent or Merger Sub for inclusion therein.

Information in Disclosure Documents and Registration Statement. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion in (i) the Registration Statement or (ii) the Joint Proxy Statement will, in the case of the Registration Statement, at the time it becomes effective or, in the case of the Joint Proxy Statement or any amendments thereof or supplements thereto, at the time of the initial mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meeting of stockholders of Company Shareholder Meeting and the Company Parent Shareholder Meeting to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement, as of its effective date, will comply (with respect to information relating to Parent and Merger Sub) as to form in all material respects with the requirements of the Securities Act, and the rules and regulations promulgated thereunder, and as . As of the date of its initial mailing and as of the date of the Company Stockholders Shareholder Meeting and the Parent Shareholder Meeting, the Joint Proxy Statement will comply (with respect to information relating to Parent and Merger Subthe Parent) as to form in all material respects with the applicable requirements of the Exchange Act, and the rules and regulated regulations promulgated thereunder. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty with respect to any statement made or incorporated by reference in the foregoing documents based upon information supplied by or on behalf of the Company for inclusion or incorporation by reference therein.

Information in Disclosure Documents and Registration Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion in (i) the Registration Statement registration statement to be filed with the SEC on Form S-4 under the Securities Act for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "REGISTRATION STATEMENT") or (ii) the Proxy Statement proxy statement/prospectus (the "PROXY STATEMENT") to be distributed in connection with the Company's meeting of stockholders (the "STOCKHOLDERS MEETING") to vote upon this Agreement and the transactions contemplated hereby will, in the case of the Registration Statement, or any post-effective amendments thereof, at the time it becomes effective oreffective, and in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the initial mailing of the Proxy Statement and or the mailing of any amendments or supplements thereto, and or at the time of the meeting of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration StatementStatement and any post-effective amendments thereof, as of its their effective date, will comply (with respect to information relating to Parent and Merger Subthe Companies) as to form in all material respects with the requirements of the Securities Act, and the rules and regulations promulgated thereunder, and as of the date of its initial mailing and as of the date of the Company Stockholders Meetingquepasa's stockholders' meeting, the Proxy Statement will comply (with respect to information relating to Parent and Merger Subthe Companies) as to form in all material respects with the applicable requirements of the Exchange Act, and the rules and regulated regulations promulgated thereunder. Notwithstanding the foregoing, neither Parent nor Merger Sub quepasa makes any representation no representations with respect to any statement in the foregoing documents based upon information supplied by the Company Buyer for inclusion therein.

Information in Disclosure Documents and Registration Statement. None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion in (i) the Registration Statement on Form S-4 to be filed with the SEC under the Securities Act for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (ii) the joint proxy statement/prospectus to be distributed in connection with the Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement Statement") will, in the case of the Registration Statement, at the time it becomes effective or, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the initial mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meeting of stockholders of the Company Stockholder Meeting (as defined herein) to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement, as of its effective date, will comply (with respect to information relating to Parent and Merger Subthe Company) as to form in all material respects with the requirements of the Securities Act, and the rules and regulations promulgated thereunder, and as of the date of its initial mailing and as of the date of the Company Stockholders MeetingCompany's stockholders' meeting, the Proxy Statement will comply (with respect to information relating to Parent and Merger Subthe Company) as to form in all material respects with the applicable requirements of the Exchange Act, and the rules and regulated regulations promulgated thereunder. Notwithstanding the foregoing, neither Parent nor Merger Sub the Company makes any no representation with respect to any statement in the foregoing documents based upon information supplied by Parent or the Company Purchaser for inclusion therein.