Common use of Information in Disclosure Documents Clause in Contracts

Information in Disclosure Documents. None of the information provided or to be provided by the Company or any of its Subsidiaries for inclusion in the Proxy Statement will, at the time of the mailing of the Proxy Statement to the Company's stockholders, at the time of the Company Shareholders' Meeting to be held in connection with the Merger and at the time of any amendments thereof or supplements thereto, and none of the information provided by the Company or any of its Subsidiaries for inclusion in the Schedule 13E-3, will, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Schedule 13E-3 will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to the statements made or omitted in the Proxy Statement or Schedule 13E-3 relating to Parent, Merger Sub and their Affiliates based on information provided by Parent, Merger Sub and their Affiliates for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3.

Information in Disclosure Documents. None of the information provided or to be provided in writing by the Company Parent or any of its Subsidiaries Merger Sub for inclusion in the proxy statement or any amendments thereof or supplements thereto to be distributed in connection with the Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement Statement") will, at the time of the first mailing of the Proxy Statement to the Company's stockholders, at the time of the Company Shareholders' Meeting to be held in connection with the Merger and at the time of any amendments thereof or supplements thereto, and none of the information provided by the Company Parent or any of its Subsidiaries Merger Sub in writing for inclusion in the Rule 13E-3 Transaction Statement on Schedule 13E-3 to be filed with the SEC (the "Schedule 13E-3, ") will, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Schedule 13E-3 will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company Parent or Merger Sub with respect to the statements made or omitted in the Proxy Statement or Schedule 13E-3 relating to Parentthe Company, Merger Sub its Subsidiaries and their respective Affiliates based on information provided by Parentthe Company, Merger Sub its Subsidiaries and their respective Affiliates for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3.

Information in Disclosure Documents. None of the information provided or to be provided in writing by the Company Parent or any of its Subsidiaries Merger Sub for inclusion in the proxy statement or any amendments thereof or supplements thereto to be distributed in connection with the Company's meeting of stockholders to vote upon this Agreement (the "Proxy Statement Statement") will, at the time of the first mailing of the Proxy Statement to the Company's stockholders, at the time of the Company Shareholders' Meeting to be held in connection with the Merger and at the time of any amendments thereof or supplements thereto, and none of the information provided by the Company Parent or any of its Subsidiaries Merger Sub in writing for inclusion in the Rule 13E-3 Transaction Statement on Schedule 13E-3 to be filed with the SEC (the "Schedule 13E-3, ") will, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Schedule 13E-3 will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company Parent or Merger Sub with respect to the statements made or omitted in the Proxy Statement or Schedule 13E-3 relating to Parentthe Company, Merger Sub its Subsidiaries and their respective Affiliates based -15- on information provided by Parentthe Company, Merger Sub its Subsidiaries and their respective Affiliates for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3.

Information in Disclosure Documents. None of the information provided supplied by the Company for inclusion or incorporation by reference in: (a) the proxy or information statement of the Company (the “Proxy Statement”) to be filed with the SEC in connection with the Merger, and any amendments or supplements to any thereof; or (b) any other document filed or to be provided by filed with the Company SEC or any of its Subsidiaries other Governmental Entity in connection with the transactions contemplated by this Agreement (the “Other Filings”) (excluding any information supplied in writing by Parent or Merger Sub specifically for inclusion in the Proxy Statement therein) will, at the time of respective times filed with the mailing SEC or any other Governmental Entity and, in addition, in the case of the Proxy Statement to the Company's stockholdersStatement, at the time date that it or any amendment of supplement is mailed to the stockholders of the Company Shareholders' Meeting to be held in connection with the meeting of the stockholders of the Company (the “Meeting”) required to approve the Merger and at the time of any amendments thereof or supplements thereto, and none of the information provided by the Company or any of its Subsidiaries for inclusion in the Schedule 13E-3, will, at the time of its filing with the SEC, Meeting contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading. The Proxy Statement , and the Schedule 13E-3 willshall comply, when filed with the SEC, comply as to form in all material respects as to form, with the applicable all requirements of the Exchange Securities Act and the rules and regulations promulgated thereunderExchange Act, except that no representation is made by the Company with respect to the statements made or omitted in the Proxy Statement or Schedule 13E-3 relating to Parent, Merger Sub and their Affiliates based on information provided by Parent, Merger Sub and their Affiliates for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3as applicable.