Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information provided by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to the Company’s 's stockholders and or Parent's stockholders or at the time of the Stockholders’ Company Stockholders Meeting or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that no representation is made by Parent or Sub with respect to statements made therein based on information supplied by the Company for inclusion therein or incorporation by reference therein. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference therein based on information supplied by the Company in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the CompanyStatement.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent Parties for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) willRegistration Statement shall, at the time the Form S-4 such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will not/Prospectus will, at the date it is first mailed to the Company’s stockholders of the Company and to stockholders of Parent and at the time of the Stockholders’ Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement ; provided, however, that, in the case of clause (a) and (b), no representation is made by the Form S-4 (solely Parent Parties with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof statements made therein based on information supplied by Parent or Merger Sub any of the Company Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 4.8, with respect to which no representation is made by the Company or any of its Subsidiaries) Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with with, as applicable, the requirements provisions of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12; provided, however, that no representation or warranty is made by the Company Parent Parties with respect to information or the statements made therein based on information supplied by any of the Company Parties specifically for inclusion or incorporated incorporation by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companytherein.

Information Supplied. None of the information provided supplied or to be supplied by or on behalf of the Company Parties for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus will (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, case of the “Form S-4”) will, at the time such document is filed with the Form S-4 becomes SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is first mailed to the Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholder Meeting or at the Parent Stockholder Meeting or at the time that the Form S-4 is declared effective or at the Company Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (solely with respect to the portion thereof relating to the Stockholders’ MeetingCompany, its directors and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by officers and the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderLaws. Notwithstanding the foregoing provisions of this Section 3.12, no No representation or warranty is made by the Company with respect hereunder as to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus that were not supplied by or on behalf of the CompanyCompany or the Partnership.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (a) if applicable), or the registration statement on Form S-4 other documents required to be filed with the SEC by Parent or the Company in connection with the issuance of Common Units in Offer, the Merger (including any amendments or supplements, and the “Form S-4”) will, other transactions contemplated hereby will at the time the Form S-4 becomes effective under the Securities Actof its filing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed dissemination to the Company’s stockholders and shareholders or, in the case of the Proxy Statement, at the time of the Stockholders’ Meetingmeeting at which the Company Shareholder Vote is to be taken, contain any untrue statement 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 are made, not misleading. The Proxy Statement and If at any time prior to the Form S-4 (solely expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the portion thereof relating Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied be filed by Parent or the Company in connection with the Offer, the Merger Sub for inclusion and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or incorporation supplement shall be promptly filed with the SEC and, as and to the extent required by reference thereinlaw, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to which no representation is made by the Company or any of Parent, its Subsidiariesofficers, directors and subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyAct.

Information Supplied. None of the information provided in writing by the Company Partnership or the General Partner specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Units in the LP Merger and in which the Combined Consent Statement/Prospectus will be included as a prospectus (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Combined Consent Statement”) will not/Prospectus will, at on the date it is first mailed to the CompanyPartnership’s stockholders and at the time of the Stockholders’ Meetingunitholders, contain any untrue statement 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 Proxy Statement Combined Consent Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to based on information supplied by the Stockholders’ MeetingPartnership or the General Partner or any of their respective Subsidiaries for inclusion or incorporation by reference therein, and then, but excluding any portion thereof based on information supplied by or on behalf of Parent or the Merger Sub Subs for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company Partnership or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company Partnership with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of the CompanyPartnership or the General Partner.

Information Supplied. None of the information provided in writing by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement statement/prospectus relating to the Company Stockholders’ Meeting (the “Proxy Statement/Prospectus”) will notwill, at on the date it is first mailed to the Company’s stockholders and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting, and then, but excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. None of the information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance pursuant to which shares of Parent Common Units Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Form S-4Registration Statement”) willshall, at the time the Form S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement shall, at the date it is first mailed to the Company’s stockholders Company Stockholders and to Parent Stockholders and at the time of the Stockholders’ Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting; provided, and thenhowever, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which that no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made therein based on information (i) supplied by Parent or incorporated Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 therein or the Proxy Statement that were (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the The information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger Share Issuance (including any amendments or supplements, the “Form S-4”) willshall not, at the time the Form S-4 becomes is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ MeetingSEC, contain any untrue statement 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 are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company with respect to information or statements made therein based on information supplied by Parent or incorporated its Representatives in writing expressly for inclusion therein. The information supplied or to be supplied by reference the Company for inclusion in the joint proxy statement/prospectus included in the Form S-4 (the “Joint Proxy Statement/Prospectus”) will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statement statements therein, in light of the circumstances under which they are made, not misleading, except that were not no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or on behalf of the Companyits Representatives in writing expressly for inclusion therein.

Information Supplied. None of the information provided supplied or to be supplied by the Company LaSalle Holdings for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with New Holdings relating to the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which such statements were made, not misleading or (b) misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the proxy statement relating to Plans and the Stockholders’ Meeting (transactions contemplated hereby, except information supplied by Trenwick in writing for inclusion in the “Joint Proxy Statement”) , will not, at as of the date it the Joint Proxy Statement is first mailed to such shareholders and on the Company’s stockholders and at the time date of the Stockholders’ Meetingmeetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in connection with the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) transactions contemplated hereby will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companyany applicable law.

Information Supplied. None of the information provided in writing by the Company Parent or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Combined Consent Statement”) will not/Prospectus will, at on the date it is first mailed to the CompanyPartnership’s stockholders and at the time of the Stockholders’ Meetingunitholders, contain any untrue statement 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 Proxy Statement Combined Consent Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meetingbased on information supplied by Parent or its Subsidiaries for inclusion or incorporation by reference therein, and then, but excluding any portion thereof based on information supplied by Parent or Merger Sub on behalf of the Partnership, its Subsidiaries or the Conflicts Committee for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company Parent or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.124.12, no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of the CompanyParent.

Information Supplied. None of the information provided in writing by the Company Parent or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not/Prospectus will, at on the date it is first mailed to the Company’s stockholders and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meetingbased on information supplied by Parent or its Subsidiaries for inclusion or incorporation by reference therein, and then, but excluding any portion thereof based on information supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company Parent or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.124.12, no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus that were not specifically supplied in writing by or on behalf of the CompanyParent.

Information Supplied. None of the The information provided supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, shall not at the time the Form S-4 becomes is declared effective under by the Securities Act, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein not misleading based on information supplied by or (b) on behalf of the proxy statement relating Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent to the Stockholders’ stockholders of the Company in connection with the Company Stockholders Meeting (and to the “shareholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement”) will not, at the date it /Prospectus is first mailed to the Company’s stockholders and of the Company or the shareholders of Parent or at the time of the Stockholders’ Company Stockholders Meeting, or at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (solely , except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof statements made therein based on information supplied by Parent or Merger Sub on behalf of the Company specifically for inclusion or incorporation by reference therein, with respect to which no representation is made by in the Company or any of its Subsidiaries) Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyAct.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will notStatement will, at the date it is first mailed to the Company’s stockholders and or at the time of the Stockholders’ Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that no representation is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein. The portions of the Proxy Statement supplied by Parent will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company Parent or Merger Sub with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not therein based on information supplied by the Company for inclusion or on behalf of the Companyincorporation by reference therein.

Information Supplied. None of the information provided relating to -------------------- Dart and its affiliates supplied in writing by the Company Dart specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) Offer Documents will, at the time respective times the Form S-4 becomes effective under Offer Documents are filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ MeetingSEC, contain any untrue statement 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 Proxy Statement and the Form S-4 (solely with respect If at any time prior to the portion thereof Effective Time Dart should become aware of any event relating to any Dart Company that is required by applicable Law to be set forth in an amendment of, or supplement to, the Stockholders’ MeetingOffer Documents, Dart shall promptly so inform Richfood and then, excluding any portion thereof based on Merger Subsidiary and will furnish to Richfood and Merger Subsidiary all information supplied by Parent relating to such event that is required under applicable Law to be disclosed in an amendment or Merger Sub for inclusion or incorporation by reference therein, with respect supplement to which no representation is made by the Company or any of its Subsidiaries) Offer Documents. The Schedule 14D-9 will comply as to form in all material respects with the requirements Exchange Act, and shall not, when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12circumstances under which they were made, not misleading; provided, however, -------- ------- that no agreement or representation or warranty hereby is made or shall be made by the Company Dart with respect to information supplied by Richfood or statements made or incorporated by reference Merger Subsidiary in writing expressly for inclusion in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanySchedule 14D-9.

Information Supplied. None of the information provided relating to -------------------- Richfood and its affiliates supplied in writing by the Company Richfood specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) Schedule 14D-9 will, at the time the Form S-4 becomes effective under Schedule 14D-9 is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ MeetingSEC, contain any untrue statement 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 Proxy Statement and the Form S-4 (solely with respect If at any time prior to the portion thereof Effective Time, Richfood should become aware of any event relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company Richfood or any of its Subsidiaries) Subsidiaries that is required under applicable Law to be disclosed in an amendment or supplement to the Schedule 14D-9, Richfood shall promptly so inform Dart and will furnish to Dart all information relating to such event that is required under applicable Law to be disclosed in an amendment or supplement to the Schedule 14D-9. The Schedule 14D-1 will comply as to form in all material respects with the requirements of the Securities Act Exchange Act, and shall not, when filed with the Exchange Act and 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 rules and regulations promulgated thereunder. Notwithstanding statements therein, in light of the foregoing provisions of this Section 3.12circumstances under which they were made, not misleading; provided, however, -------- ------- that no agreement or representation or warranty hereby is made or shall be made by the Company Richfood or Merger Subsidiary with respect to information supplied by Dart in writing expressly for inclusion in the Schedule 14D-1, or statements made with respect to information derived from the Dart Group SEC Reports which is included or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanySchedule 14D-1.

Information Supplied. None of the information provided supplied or to be supplied by the Company IXnet for inclusion or incorporation by reference in (ai) the registration statement on Form Forms S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the each Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (bii) the proxy statement relating to the Stockholders’ Meeting (the “Proxy each Information Statement”) will not/Prospectus will, at the date it is first mailed to IXnet's stockholders or IPC's stockholders, as the Company’s stockholders and case may be, at the time of the Stockholders’ IXnet Stockholder Meeting or the IPC Stockholder Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement Forms S-4 and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) Information Statement/Prospectuses will comply as to form in all material respects with the requirements of the Securities Exchange Act and the Exchange Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company IXnet with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or GC Merger Sub for inclusion or incorporation by reference in the Form Forms S-4 or and the Proxy Statement that were not supplied by or on behalf of the CompanyInformation Statement/Prospectuses.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.7, none of the information provided supplied (or to be supplied) in writing by the Company or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) Registration Statement will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (b) the proxy statement relating to the Stockholders’ Meeting (the “Company Proxy Statement”) will notStatement will, at on the date it is first mailed to the Company’s stockholders holders of Listed Shares, and at the time of the Stockholders’ Company Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading and (c) the Parent Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Registration Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12foregoing, Parent makes no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyCompany for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. None of the information provided supplied or to be supplied by the Company Firefly for inclusion or incorporation by reference in (a) the a registration statement on Form S-4 to be filed with the SEC by Parent Ohm pursuant to which shares of Ohm Common Stock issuable in connection the Company Merger will be registered with the issuance of Common Units in the Merger SEC (including any amendments or supplements, the “Form S-4Registration Statement”) willshall, at the time the Form S-4 such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, or (b) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will not, will, at the date it is first mailed to the Company’s stockholders of Firefly and to stockholders of Ohm and at the time of the Stockholders’ Firefly Stockholders Meeting and the Ohm Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement ; provided, however, that, in the case of clause (a) and the Form S-4 (solely b), no representation is made by Firefly with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof statements made therein based on information supplied by Parent or Ohm, Merger Sub or LLC Sub specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 5.8, with respect to which no representation is made by the Company or any of its Subsidiaries) Registration Statement and the Joint Proxy Statement will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the Securities Act, respectively, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and none of the information supplied or (b) to be supplied by Parent and included or incorporated by reference in the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to stockholders of the Company’s stockholders and Company or Parent, as the case may be, or at the time of the Stockholders’ Meetingmeeting of such stockholders to be held in connection with the Merger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and If at any time prior to the Form S-4 (solely Effective Time, any event with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) , or with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement or the S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and, in the case of the S-4, such amendment or supplement shall be promptly filed with the SEC. The Joint Proxy Statement, insofar as it relates to Parent or its Subsidiaries of Parent or other information supplied by Parent for inclusion therein, will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information provided supplied or to be supplied by the Company SJW for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to the Companyeach of SJW’s stockholders and CTWS’s shareholders or at the time of each of the Stockholders’ SJW Stockholders Meeting and the CTWS Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12Act, except that no representation or warranty is made by the Company SJW with respect to information or statements made or incorporated by reference in the Form S-4 therein based on information supplied by CTWS for inclusion or the incorporation by reference therein. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act, except that were not no representation is made by SJW with respect to statements made or incorporated by reference therein based on information supplied by CTWS for inclusion or on behalf of the Companyincorporation by reference therein.

Information Supplied. None of the information provided supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement (a"Proxy Statement") relating to any meeting of the registration statement on Form S-4 Company's stockholders to be filed with the SEC by Parent held in connection with the issuance of Common Units in the Merger (including any amendments or supplementsall of the foregoing documents, collectively, the “Form S-4”"Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the Form S-4 becomes effective under meeting of stockholders of the Securities ActCompany to be held, if necessary, 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 therein, in light of the circumstances under which they are made, not misleading misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or (b) provided by the proxy statement relating to Company in the Stockholders’ Meeting (the “Proxy Statement”) will notSchedule 14D-9 will, at the date it is respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first mailed published or sent or given to the Company’s stockholders and at the time holders of the Stockholders’ MeetingShares, contain any untrue statement 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 Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplementsOffer Documents, the “Form S-4”) Schedule 14D-9 or the Information Statement will, at the time such document is filed with the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will notSEC, at any time it is amended or supplemented or at the date time it is first mailed published, sent or given to the Company’s stockholders and at the time of the Stockholders’ Meetingshareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and at the time of the Shareholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ MeetingOffer Documents, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12foregoing, Parent and Merger Sub make no representation or warranty is made with respect to any information supplied by the Company with respect to information or statements made any of its representatives which is contained or incorporated by reference in the Form S-4 or Offer Documents and the Proxy Statement that were not supplied by or on behalf of the CompanyStatement.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 (aand any amendment or supplement thereto) the registration statement on Form S-4 to be will, when filed with the SEC by Parent in connection with SEC, when distributed or disseminated to the issuance to the stockholders of Common Units in the Merger (including any amendments or supplementsCompany, the “Form S-4”) will, and at the time the Form S-4 becomes effective under the Securities ActExpiration Date, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading (except that no representation or (b) warranty is made by Parent or Merger Sub to such portions of the proxy statement relating Schedule 14D-9 that relate expressly to the Stockholders’ Meeting Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Company for inclusion or incorporation by reference therein). The Offer Documents (the “Proxy Statement”) and any amendment or supplement thereto), will not, at when filed with the date it is first mailed to the Company’s stockholders and SEC, at the time of distribution or dissemination thereof to the Stockholders’ Meetingstockholders of the Company, and at the Expiration Date, contain any untrue statement 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 are made, not misleading. The Proxy Statement and the Form S-4 misleading (solely except that make no representation or warranty is made by Parent or Merger Sub with respect to such portions of the portion thereof relating Offer Documents that relate expressly to the Stockholders’ Meeting, and then, excluding Company or any portion thereof of its Subsidiaries or to statements made therein based on information supplied by Parent or Merger Sub on behalf of Company for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) ). The Offer Documents will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companyany other applicable federal securities Laws.

Information Supplied. None of the information provided supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with Offer Documents, (ii) the SEC by Parent in connection with the issuance of Common Units in the Merger Schedule 14D-9, (including any amendments or supplementsiii) if applicable, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting adoption of this agreement by the Company's stockholders (the “"Proxy Statement”") will notor (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the holders, or, in the case of the Proxy Statement, at the date it the Proxy Statement is first mailed to the Company’s 's stockholders and or at the time of the Stockholders’ Meetingmeeting of the Company's stockholders held to vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and , except that no representation or warranty is made by the Form S-4 (solely Company with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9, with respect to which no representation is made by the Company or any of its Subsidiaries) Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not therein based on information supplied by Parent or on behalf Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of the CompanyParent's SEC Filings.

Information Supplied. None of the information provided supplied or to be supplied by the Company CTWS for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to the Companyeach of SJW’s stockholders and CTWS’s shareholders or at the time of each of the Stockholders’ SJW Stockholders Meeting and the CTWS Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12Act, except that no representation or warranty is made by the Company CTWS with respect to information or statements made or incorporated by reference in the Form S-4 therein based on information supplied by SJW or the Merger Sub for inclusion or incorporation by reference therein. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act, except that were not no representation is made by CTWS with respect to statements made or incorporated by reference therein based on information supplied by SJW or on behalf of the CompanyMerger Sub for inclusion or incorporation by reference therein.

Information Supplied. (i) None of the information provided supplied or to be supplied by the Company Anthem or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent Anthem in connection with the issuance Share Issuance, or any of Common Units in the Merger (including any amendments or supplementssupplements thereto (collectively, the “Form S-4”) ), will, at the time the Form S-4 is filed with the SEC, or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading or misleading, and (bB) the joint proxy statement for use relating to the Stockholders’ Meeting adoption by the stockholders of Cigna of this Agreement and approval by the shareholders of Anthem of the Share Issuance, or any of the amendments or supplements thereto (collectively, the “Joint Proxy Statement”) will not), at will, on the date it is first mailed to the Company’s Anthem shareholders and to Cigna stockholders and or at the time of the Stockholders’ MeetingAnthem Shareholders Meeting (as defined in Section 5.1(c)) and the Cigna Stockholders Meeting (as defined in Section 5.1(b)), contain any untrue statement 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 Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Exchange Act and the Exchange Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanySEC thereunder.

Information Supplied. None of the information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplementsOffer Documents, the “Form S-4”Schedule 13E-3 (insofar as it relates to the Company and its Subsidiaries) or the Schedule 14D-9 will, at the time such document is filed with the Form S-4 becomes effective under SEC, at any time it is amended or supplemented or at the Securities Acttime it is first published, sent or given to the Company’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will notStatement will, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Company Stockholders Meeting, or, if the Company disseminates an Information Statement in lieu of a Proxy Statement in accordance with Section 6.5, the Information Statement will, at the date it is first mailed to the Company’s stockholders and on the date the Written Consent is effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Schedule 13E-3, the Schedule 14D-9 and the Proxy Statement and or the Form S-4 (solely Information Statement, as the case may be, will comply in all material respects with the Securities Laws, except that no representation or warranty is made by the Company with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof statements made or incorporated by reference therein based on information derived from Parent’s public SEC filings or supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the The information provided supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, Registration Statement shall not at the time the Form S-4 becomes Registration Statement is declared effective under by the Securities Act, 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 not misleading misleading, except that no representation or (bwarranty is made by the Company with respect to statements made therein based on information supplied by Parent, Holdco or any of their respective Representatives in writing expressly for inclusion therein. The information supplied or to be supplied by the Company specifically for inclusion in the Joint Proxy Statement/Prospectus, which shall be included in the Registration Statement, shall not, on the date(s) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will not, at the date it /Prospectus is first mailed to the Company’s stockholders of the Company and the stockholders of Parent, respectively, or at the time of the Stockholders’ Company Stockholders Meeting or the Parent Stockholders Meeting, respectively, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not therein based on information supplied by Parent, Holdco or on behalf any of the Companytheir respective Representatives for inclusion therein.

Information Supplied. None of the information provided supplied or to be supplied by or on behalf of the Company WMLP Parties for inclusion or incorporation by reference in (a) the TMLP’s registration statement on Form S-4 (as amended or supplemented from time to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplementstime, the “Form S-4Registration Statement”) will, at the time the Form S-4 Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make and the statements therein not misleading or (b) the proxy consent statement relating to the Stockholders’ Meeting -35- US-DOCS\87676517.23 Requisite WMLP Vote to be held in connection with the Merger (which such consent statement forms part of the Registration Statement (the “Proxy Consent Statement/Prospectus”)) will not, at the date it the Consent Statement/Prospectus is first mailed to the Company’s stockholders and at the time unitholders of the Stockholders’ MeetingWMLP, contain any untrue statement 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 are made, not misleading. The Proxy portions of the Registration Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) WMLP Parties will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no No representation or warranty is made by the Company WMLP Parties with respect to information or statements made or incorporated by reference in the Form S-4 Registration Statement based on information regarding only the TMLP Parties or the Proxy Statement that were not their Affiliates supplied by or on behalf of the CompanyTMLP Parties or their Affiliates for inclusion or incorporation by reference therein.

Information Supplied. None of the information provided by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Units Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Company Stockholders’ Meeting and the proxy statement relating to the Parent Stockholders’ Meeting (such proxy statements together, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) will notwill, at the date it is first mailed to the Company’s stockholders and Parent’s stockholders or at the time of the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement (other than the portion thereof relating solely to the Parent Stockholders’ Meeting) and the Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that which were not supplied by or on behalf of the Company.

Information Supplied. None of the The information provided supplied or to be supplied by the Company CPT, Parent, CPT Merger Sub and Inuvo Merger Sub in writing expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) willwill not, at the time the Form S-4 becomes is declared effective under by the Securities ActSEC, contain any untrue statement 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, except that no representation or warranty is made by CPT, Parent, CPT Merger Sub or Inuvo Merger Sub with respect to statements made therein not misleading or (b) based on information supplied by Inuvo in writing expressly for inclusion therein. The information supplied by CPT, Parent, CPT Merger Sub and Inuvo Merger Sub in writing expressly for inclusion in the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) /Prospectus will not, at the date it time the Joint Proxy Statement/Prospectus is first mailed to the Company’s CPT stockholders and at the time of the CPT Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company CPT, Parent, CPT Merger Sub and Inuvo Merger Sub with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not therein based on information supplied by or on behalf of the CompanyInuvo in writing expressly for inclusion therein.

Information Supplied. None of the information provided supplied or to be supplied by the Company Trenwick for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of circumstances under which they are made, not misleading or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to the Company’s Trenwick's stockholders and or at the time of the Stockholders’ MeetingTrenwick Stockholders Meeting (as defined in Section 5.2), contain any untrue statement 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 are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12foregoing, no representation or warranty is made by the Company Trenwick in this Section 3.2(f) with respect to information supplied by Chartwell for inclusion or statements made or incorporated incorporation by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the CompanyStatement.

Information Supplied. None of the information provided supplied or to be supplied by the Company or on behalf of Parent, Merger Sub or Merger LLC or any of their respective Subsidiaries expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be Registration Statement, at the time such document is filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, and at the time the Form S-4 such document becomes effective under the Securities Act, contain or at any time such document is amended or supplemented contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will notStatement will, at the date it is first mailed to the Company’s stockholders of the Company and at the time of the Company Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely , except that no representation or warranty is made by Parent, Merger Sub or Merger LLC with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub on behalf of the Company specifically for inclusion or incorporation by reference thereinin the Registration Statement or the Proxy Statement. The Registration Statement will, at the time such document is filed with respect to which no representation is made by the Company or any of its Subsidiaries) will SEC and at the time such document becomes effective, comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanySEC thereunder.

Information Supplied. None of the information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement Registration Statement on Form S-4 (the "S-4") to be filed with by New Parent relating to the SEC by New Parent in connection with Shares comprising the issuance of Common Units in Company Scheme Consideration and the Merger (including any amendments or supplements, the “Form S-4”) Parent Scheme Consideration will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which such statements were made, not misleading or misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of the Company and Parent, respectively, in connection with the Schemes and the transactions contemplated hereby, except information supplied by Parent in writing for inclusion in the Joint Proxy Statement (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) as defined herein), will not, at as of the date it the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of the Company’s stockholders 's shareholders or Parent's shareholders, as the case may be, and at the time date of the Stockholders’ Meetingany adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, made not misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by Statement." All documents that the Company or is responsible for filing with any of its Subsidiaries) Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companyany applicable law.

Information Supplied. None of the information provided supplied (or to be supplied) in writing by the Company or on behalf of RRMS specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent with respect to the issuance of shares of Parent Common Stock in connection with the issuance of Common Units in the Merger (including any amendments as amended or supplementssupplemented from time to time, the “Form S-4Registration Statement”) will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the proxy statement relating to filed by Parent with the Stockholders’ Meeting SEC in connection with the Parent Stock Issuance Approval (the “Parent Proxy Statement”) will notwill, at on the date it is first mailed to the Company’s stockholders of Parent, and at the time of the Stockholders’ Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and Notwithstanding the Form S-4 (solely foregoing, RRMS makes no representation or warranty with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or in any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companydocuments.

Information Supplied. None of the information provided supplied (or to be supplied) in writing by the Company or on behalf of Great Lakes specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent Crompton in connection with the issuance of shares of Crompton Common Units Stock in the Merger (including any amendments as amended or supplementssupplemented from time to time, the “"Form S-4”") will, at the time the Form S-4 S-4, or any amendments or supplements thereto, are filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading misleading, or (b) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at on the date it is first mailed to stockholders of Great Lakes and the Company’s stockholders of Crompton, and at the time of Great Lakes Stockholders Meeting and the Stockholders’ Crompton Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and Notwithstanding the Form S-4 (solely foregoing, Great Lakes makes no representation or warranty with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied (or to be supplied) by Parent or on behalf of Crompton or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or in any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companydocuments.

Information Supplied. None of the information relating to Terra REIT or any Terra REIT Subsidiary contained or incorporated by reference in the Proxy Statement or the Form S-4 or that is provided by the Company Terra REIT or any Terra REIT Subsidiary in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be any document filed with the SEC by Parent any other Governmental Authority in connection with the issuance of Common Units transactions contemplated by this Agreement will (a) in the Merger (including any amendments or supplementscase of the Proxy Statement, at the “Form S-4”) willtime of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by Terra REIT with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, 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 All documents that Terra REIT is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to Terra REIT, its officers, directors and partners and the Form S-4 Terra REIT Subsidiaries (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on or other information supplied by Parent or Merger Sub on behalf of Terra REIT or any Terra REIT Subsidiaries for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12Act; provided, that no representation or warranty is made by the Company with respect as to information or statements made or incorporated by reference in by the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyTerra BDC.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.7, none of the information provided supplied (or to be supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Units Shares in the Merger (including any amendments as amended or supplementssupplemented from time to time, the “Form S-4”) will, at the time the Form S-4 S-4, or any amendments or supplements thereto, are filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not/Prospectus will, at on the date it is first mailed to shareholders of the Company’s stockholders , and at the time of the Stockholders’ Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The proxy statement portions of the Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) Statement/Prospectus will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12foregoing, the Company makes no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the Companyforegoing documents.

Information Supplied. None of the information relating to REIT II or any REIT II Subsidiary contained or incorporated by reference in the Proxy Statement or the Form S-4 or that is provided by the Company REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be any document filed with the SEC by Parent any other Governmental Authority in connection with the issuance of Common Units transactions contemplated by this Agreement will (a) in the Merger (including any amendments or supplementscase of the Proxy Statement, at the “Form S-4”) willtime of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ MeetingREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, 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 All documents that REIT II is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT II, its officers, directors and partners and the Form S-4 REIT II Subsidiaries (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on or other information supplied by Parent or Merger Sub on behalf of REIT II or any REIT II Subsidiaries for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12Act; provided, that no representation or warranty is made by the Company with respect as to information or statements made or incorporated by reference in by the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyREIT I Parties.

Information Supplied. None of the information provided in writing by the Company Partnership specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Units in the LP Merger and in which the Combined Consent Statement/Prospectus will be included as a prospectus (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Combined Consent Statement”) will not/Prospectus will, at on the date it is first mailed to the CompanyPartnership’s stockholders and at the time of the Stockholders’ Meetingunitholders, contain any untrue statement 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 Proxy Statement Combined Consent Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to based on information supplied by the Stockholders’ MeetingPartnership or the General Partner or any of their respective Subsidiaries for inclusion or incorporation by reference therein, and then, but excluding any portion thereof based on information supplied by or on behalf of Parent or the Merger Sub Subs for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company Partnership or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company Partnership with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of the CompanyPartnership.

Information Supplied. None of the information provided to be supplied by the Company Parent, Merger Sub or Merger LLC for inclusion or incorporation by reference in the Registration Statement or the proxy statement/prospectus included therein relating to the Company Stockholder Meeting (aas hereinafter defined) the registration statement on Form S-4 to be filed (together with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplementssupplements thereto, the “Form S-4Proxy Statement”) willwill (i) in the case of the Registration Statement, at the time the Form S-4 it becomes effective under the Securities Acteffective, contain any untrue statement 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 not misleading or (bii) in the proxy statement relating to case of the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to time of the Company’s stockholders mailing of the Proxy Statement and at the time of the Stockholders’ Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and If, at any time prior to the Form S-4 (solely Company Stockholder Meeting, any event with respect to the portion thereof relating to the Stockholders’ MeetingParent, its officers and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company directors or any of its Subsidiaries) Subsidiaries shall occur which is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with the requirements provisions of the Securities Act Act, and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company Proxy Statement will comply (with respect to information or statements made or incorporated by reference Parent) as to form in all material respects with the Form S-4 or the Proxy Statement that were not supplied by or on behalf provisions of the CompanyExchange Act.

Information Supplied. None of the information provided supplied or to be supplied by or on behalf of the Company Target for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent Aytu in connection with the issuance of Common Units in Aytu Stock Issuance (the Merger (including any amendments or supplements, the “"Form S-4”") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading. None of the information supplied or (b) to be supplied by or on behalf of the Target for inclusion or incorporation by reference in the joint proxy statement relating to be filed with the SEC and sent to the Stockholders’ Meeting Target's stockholders in connection with the Merger and the other transactions contemplated by this Agreement and to the Aytu's stockholders in connection with the Aytu Stock Issuance (including any amendments or supplements thereto, the “"Joint Proxy Statement”") will notwill, at the date it is first mailed to the Company’s Target's and Aytu's stockholders and or at the time of the Stockholders’ MeetingTarget Stockholders Meeting or Aytu Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12foregoing, no representation or warranty is made by the Company Target with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information that were was not supplied by or on behalf of the CompanyTarget.

Information Supplied. None of the information provided supplied or required to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or misleading, and (bii) the proxy statement Proxy Statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will notCompany Stockholders Meeting, at the date it the Proxy Statement is first mailed to the Company’s 's stockholders and at the time of the Stockholders’ Company Stockholders Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect Statement, as it relates to the portion thereof relating to the Stockholders’ Company Stockholders Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12foregoing, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference contained in or omitted from any of the Form S-4 foregoing documents based on information supplied or the Proxy Statement that were not required to be supplied by EarthLink for inclusion or on behalf of the Company.incorporation by reference therein

Information Supplied. None of the information provided supplied by the Company in writing for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement (a"Proxy Statement") the registration statement on Form S-4 relating to any meeting to be filed with the SEC by Parent held in connection with the issuance of Common Units in the Merger (including any amendments or supplementsall of the foregoing documents, collectively, the “Form S-4”"Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the Form S-4 becomes effective under meeting of stockholders of the Securities ActCompany to be held, if necessary, 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 therein, in light of the circumstances under which they are made, not misleading misleading, except that no representation or (b) warranty is made by the proxy statement relating Company with respect to information supplied in writing by Parent or Acquisition for inclusion in the Stockholders’ Meeting (the “Proxy Statement or Schedule 14D-9. The Proxy Statement”) , if any, and Schedule 14D-9 will notcomply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the date it is respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first mailed published or sent or given to the Company’s stockholders and at the time holders of the Stockholders’ MeetingShares, contain any untrue statement 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 Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. (a) None of the information provided supplied or to be supplied by the Company Comet Parties for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (bii) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not/Prospectus will, at on the date it is first mailed to the Company’s Comet shareholders or Moon stockholders and or at the time of the Stockholders’ Comet Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information Statement/Prospectus supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) Comet will comply as to form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyAct.

Information Supplied. None of the The information provided by relating to the Company for inclusion and its subsidiaries in the proxy statement to be provided to the Company’s stockholders in connection with the Company Stockholders Meeting and prospectus relating to the Parent ADSs (or incorporation by reference in the Parent Ordinary Shares represented thereby) to be offered pursuant to this Agreement and the Merger (asuch proxy statement and prospectus and any amendment thereof or supplement thereto, the “Proxy Statement/Prospectus”) and the registration statement on Form S-4 (of which the Proxy Statement/Prospectus shall form a part) with respect to be filed with the SEC by Parent in connection with the issuance of Common Units the Parent ADSs (or the Parent Ordinary Shares represented thereby) in the Merger (including any such registration statement together with the amendments or supplementsand supplements thereto, the “Form S-4”) willand any other documents filed or furnished with or to the SEC pursuant to the Securities Act or the Exchange Act, at in each case in connection with the time Merger shall not, on the date the Form S-4 becomes is declared effective under (and any amendment or supplement thereto), the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make date the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it /Prospectus is first mailed to the Company’s stockholders and at the time of the Stockholders’ Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no No representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Proxy Statement/Prospectus, the Form S-4 or any other document filed or furnished with or to the Proxy Statement that were not SEC or pursuant to the Securities Act or the Exchange Act based on information supplied by or on behalf of the CompanyParent expressly for inclusion therein.

Information Supplied. None of the information provided supplied or to be supplied by the Company Powertel specifically for inclusion or incorporation by reference in (ai) the registration Registration Statement or (ii) the joint proxy statement on Form S-4 to be filed (together with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplementssupplements thereto, the “Form S-4”"Joint Proxy Statement") relating to the Stockholder Meetings will, in the case of the Registration Statement, at the time the Form S-4 it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Meetingeffective, contain any untrue statement 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, or in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement or the time of the Stockholder Meetings, contain any untrue statement 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 Registration Statement and the Form S-4 will comply (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its SubsidiariesPowertel) will comply as to form in all material respects with the requirements of the Securities Act Act, and the Joint Proxy Statement will comply (with respect to Powertel) as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12, Powertel makes no representation or warranty is made by the Company with respect to any information supplied by VoiceStream or statements made or incorporated by reference any other Person who is not an Affiliate of Powertel that is contained in the Form S-4 Registration Statement or the Joint Proxy Statement that were not supplied by or on behalf of the CompanyStatement.

Information Supplied. None of the information provided supplied or to be supplied by the Company Green Signing Parties for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Combined Consent Statement”) will not/Prospectus will, at the date it time the Combined Consent Statement/Prospectus is first mailed to the Company’s stockholders of Sailfish and at the time of the Stockholders’ Sailfish Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and portions of the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information Combined Consent Statement/Prospectus supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) Green Signing Parties will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no No representation or warranty is made by the Company any Green Signing Party with respect to information or statements made therein based on information supplied by Sailfish or incorporated by reference the Sailfish Subsidiaries specifically for inclusion in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyCombined Consent Statement/Prospectus.

Information Supplied. None of the information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance pursuant to which shares of Parent Class A Common Units Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Form S-4Registration Statement”) willshall, at the time the Form S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to stockholders of the Company’s Company and to stockholders of Parent and at the time of the Stockholders’ Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Subject to the accuracy of the first sentence of Section 5.8, the Joint Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12; provided, however, that no representation or warranty is made by the Company with respect to information or statements made therein based on information supplied by Parent or incorporated Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companytherein.

Information Supplied. None of the information provided by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Series B Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the The information provided supplied or to be supplied by the Company Parent expressly in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) willshall not, at the time the Form S-4 becomes is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ MeetingSEC, contain any untrue statement 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 are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The information supplied or to be supplied by Parent expressly in writing for inclusion in the Proxy Statement Statement/Prospectus will not, at the time the Proxy Statement/Prospectus is first mailed to the stockholders of Parent, contain any untrue statement 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, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The Form S-4 and the Form S-4 Proxy Statement/Prospectus (solely with respect to the portion thereof relating based on information supplied or to the Stockholders’ Meetingbe supplied by Parent for inclusion therein, and then, but excluding any portion thereof based on information supplied by Parent or Merger Sub the Company in writing expressly for inclusion or incorporation by reference therein, with respect to which no representation or warranty is made by the Company or any of its SubsidiariesParent) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information provided supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Units Stock in the Merger (including any amendments or supplements, the “"Form S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to the Company’s 's stockholders and or Parent's stockholders or at the time of the Stockholders’ Company Stockholders Meeting or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The portions of the Joint Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no No representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the CompanyStatement.

Information Supplied. None of the information provided supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Units Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (bii) the joint proxy statement statement/prospectus relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (as amended or supplemented from time to time and including all letters to stockholders, notices of meeting and forms of proxies to be distributed to stockholders in connection with the Combination, and any schedules required to be filed with the SEC in connection therewith, the “Joint Proxy Statement”) will not), will, at the date it is first mailed to the Company’s stockholders and or at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 with respect to be filed with the SEC by Parent in connection with the issuance of Common Units Parent Ordinary Shares in the Merger (including any amendments or supplements, the “"Form S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading Act or (bB) the SEC proxy statement relating to materials which shall constitute the Stockholders’ Meeting (the “Company Proxy Statement”/Prospectus (such proxy statement/prospectus, and any amendments thereto, the "Company Proxy Statement/Prospectus") will notwill, at on the date it is first mailed to the Company’s stockholders and 's shareholders or at the time of the Stockholders’ Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement Form S-4 and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Exchange Act and the Exchange Securities Act and the rules and regulations promulgated of the SEC thereunder. Notwithstanding the foregoing provisions of this Section 3.123.1(e), no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Company Proxy Statement that were not Statement/Prospectus based on information supplied by the Company for inclusion or on behalf of the Companyincorporation by reference therein.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to the Company’s stockholders and or Parent’s stockholders or at the time of the Stockholders’ Company Stockholders Meeting or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that no representation is made by Parent or Sub with respect to statements made therein based on information supplied by the Company for inclusion therein or incorporation by reference therein. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference therein based on information supplied by the Company in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the CompanyStatement.

Information Supplied. None of the information provided supplied or to be supplied by the Company expressly for inclusion or incorporation by reference reference: (i) in any report, form, registration or other filing made with any Governmental Authority with respect to the transactions contemplated by this Agreement and/or ancillary document contemplated thereto; or (aii) the registration statement on Form S-4 to be filed any filings with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed mailings to the Company’s stockholders and as it relates to the Super 8-K will, at the time date of filing or mailing, or any amendment thereto, as the Stockholders’ Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement misleading (subject to the qualifications and limitations set forth in the materials provided by the Company and the Form S-4 (solely with respect to Shuhai Subsidiaries or that is included in the portion thereof relating to SEC filings or mailings). None of the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied or to be supplied by Parent or Merger Sub the Company and the Shuhai Subsidiaries expressly for inclusion or incorporation by reference in any of the Signing Filing, the Signing Press Release, the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the “Ancillary Public Disclosures”) will, at the time filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, with respect in light of the circumstances under which they are made, not misleading (subject to which no representation is made the qualifications and limitations set forth in the materials provided by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation Shuhai Subsidiaries or warranty that is made by the Company with respect to information or statements made or incorporated by reference included in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyAncillary Public Disclosures).

Information Supplied. None of the The information provided supplied by the Company Comcast for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock (and any K/A Securities or K/C Securities) issuable in the Mergers will be filed registered with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4Registration Statement”) will, shall not at the time the Form S-4 becomes Registration Statement is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Comcast for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the “Joint Proxy Statement”) to be sent to Comcast shareholders in connection with their meeting to consider this Agreement and the Comcast Merger (the “Comcast Shareholders’ Meeting”) and to be sent to AT&T shareholders in connection with their meeting to consider this Agreement and the AT&T Broadband Merger (the “AT&T Shareholders’ Meeting”) shall not, on the date the Joint Proxy Statement and the Form S-4 (solely with respect is first mailed to the portion thereof relating to shareholders of each of Comcast and AT&T, at the Stockholderstime of the Comcast Shareholders’ Meeting, and thenat the time of the AT&T Shareholders’ Meeting or at the Effective Time, excluding contain any portion thereof based on information supplied by Parent untrue statement of a material fact or Merger Sub for inclusion omit to state any material fact required to be stated therein or incorporation by reference necessary in order to make the statements therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements light of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12circumstances under which they were made, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companymisleading.

Information Supplied. None of the information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Units Stock in the Merger (including any amendments or supplements, the “Form "S-4”") will, at the time the Form S-4 it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (bii) the proxy statement relating to the Stockholders’ Meeting meeting of the Company's stockholders to be held in connection with the Merger (the “Proxy Statement”"PROXY STATEMENT") will notwill, at the date it is first mailed to stockholders of the Company’s stockholders Company and at the time of the Stockholders’ Meetingmeeting of stockholders of the Company to be held in connection with the Merger (the "COMPANY STOCKHOLDERS MEETING"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, are made not misleading. The Proxy Statement and the Form S-4 (solely with respect Statement, insofar as it relates to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) Stockholders Meeting will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12foregoing, no representation or warranty is made by the Company makes no representation, warranty or covenant with respect to any information supplied or statements made required to be supplied by Parent or Acquisition which is contained in or omitted from any of the foregoing documents or which is incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companytherein.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent or Sub specifically for inclusion or incorporation by reference in (ai) the registration statement on Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement, (iv) the Proxy Statement or (v) the Form S-4 to be will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplementsfirst published, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact sent or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed given to the Company’s stockholders and at the time of the Stockholders’ Meeting's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The misleading or, in the case of the Form S-4, at the time it becomes effective under the Securities Act, or, in the case of the Proxy Statement, if any, at the time the Proxy Statement and is first mailed to the Form S-4 (solely Company's stockholders or at the time of the Stockholders Meeting, be false or misleading with respect to any 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 are made, not misleading or necessary to correct any statement in any earlier communication with respect to the portion thereof relating solicitation of proxies for the Stockholders Meeting which has become false or misleading, except that no representation or warranty is made by Parent or Sub in connection with any of the foregoing with respect to the Stockholders’ Meeting, and then, excluding any portion thereof statements made or incorporated by reference therein based on information supplied by Parent the Company or Merger Sub any of its representatives specifically for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) . The Offer Documents will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12Act, except that no representation or warranty is made by Parent or Sub in connection with any of the Company foregoing with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not therein based on information supplied by the Company or on behalf any of the Companyits representatives specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information provided supplied or to be supplied by the Company or on behalf of Apogent for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent Fxxxxx in connection with the issuance of Fxxxxx Common Units Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to the CompanyApogent’s stockholders and shareholders or at the time of the StockholdersApogent Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.123.1(e), no representation or warranty is made by the Company Apogent with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that which were not supplied by or on behalf of the CompanyApogent.

Information Supplied. None of the information provided supplied or to be supplied by the Company ProLogis for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will not/Prospectus will, at the date it is first mailed of mailing to the Company’s stockholders or shareholders and at the time times of the Stockholders’ Meetingmeetings of stockholders or shareholders to be held in connection with the Mergers, contain any untrue statement 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 Joint Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) Statement/ Prospectus will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated of the SEC thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company ProLogis with respect to information or statements made or incorporated by reference therein based on information supplied by AMB for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the CompanyStatement/Prospectus.

Information Supplied. None of the information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance pursuant to which shares of Parent Common Units Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Form S-4Registration Statement”) will, at the time the Form S-4 becomes effective under the Securities Act, shall contain any untrue statement 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 therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to stockholders of the Company’s Company and to stockholders of Parent and at the time of the Stockholders’ Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement and the Form S-4 (solely with respect Registration Statement, each to the portion thereof relating extent it relates to the Stockholders’ Meeting, and then, excluding any portion thereof based on Company or its Subsidiaries or other information supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12; provided, however, that no representation or warranty is made by the Company with respect to information or statements made therein based on information supplied by Parent or incorporated Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companytherein.

Information Supplied. None of the The information provided supplied by the Company Parties for inclusion or incorporation by reference in (a) the registration statement on Form S-4 S-4, Proxy Statement or any other document to be filed with the SEC by Parent or provided to holders of the Units in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting transactions contemplated by this Agreement (the “Proxy StatementOther Filings”) will not, in the case of the S-4 at the time it becomes effective, or in the case of the Proxy Statement, at the date it is first mailed to the Company’s stockholders and Company Shareholders or at the time of the StockholdersCompany Shareholders’ MeetingMeeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing at the date it is first mailed to the Company Shareholders or holders of interests in any U.S. Subsidiary or at the date it is first filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and No representation is made (or omitted to be made) by the Form S-4 (solely Company Parties with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof statements made or incorporated by reference therein based on information supplied by Parent Buyer Parties in connection with the preparation of the S-4, the Proxy Statement or Merger Sub the Other Filings for inclusion or incorporation by reference therein, with respect to which no representation is made by . All documents that the Company is responsible for filing with the SEC in connection with the Election, the Mergers, or any of its Subsidiaries) the other transactions contemplated by this Agreement, will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the The information provided supplied or to be supplied by the Company in writing expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Units Stock in the Merger (including any amendments or supplements, the “Form S-4”) willwill not, at the time the Form S-4 becomes is declared effective under by the Securities ActSEC, contain any untrue statement 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, except that no representation or warranty is made by the Company with respect to statements made therein not misleading based on information supplied by Parent in writing expressly for inclusion therein. The information supplied or (b) to be supplied by the Company in writing expressly for inclusion in the proxy statement relating to the Company Stockholders’ Meeting included in the Form S-4 (the “Proxy Statement/Prospectus”) will not, at the date it time the Proxy Statement/Prospectus is first mailed to the Company’s stockholders of the Company and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not therein based on information supplied by or on behalf of the CompanyParent in writing expressly for inclusion therein.

Information Supplied. None of the information provided by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including The Registration Statement, and any amendments or supplementssupplements thereto, when filed will comply as to form in all material respects with the “Form S-4”) will, at applicable requirements of the Exchange Act. At the time the Form S-4 Registration Statement or any amendment or supplement thereto becomes effective under effective, the Securities ActRegistration Statement, as amended or supplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein (in the case of any prospectus included as part of the Registration Statement, in light of the circumstances under which they were made), not misleading misleading. None of the information supplied or to be supplied by Armada for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto will (b) the proxy statement relating except to the Stockholders’ Meeting (the “Proxy Statement”) will notextent revised or superseded by amendments or supplements contemplated hereby), at on the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ MeetingMesa, contain any untrue statement 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 Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12foregoing, no representation or warranty is made by the Company Armada with respect to information or statements made included or incorporated by reference in the Form S-4 Registration Statement or the Proxy Statement that were not based on information supplied by Mesa or on behalf its Subsidiaries or any of the Companytheir respective representatives or advisors in writing specifically for use or incorporation by reference therein.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information provided supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in (ai) the registration Offer Documents, the Schedule 14D-1 and the Schedule 14D-9 will, at the time of filing thereof and at the time of distribution thereof, contain any untrue statement of 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, (ii) the Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Units Stock and Parent Preferred Stock in the Merger (including any amendments the information statement or supplements, proxy statement (as applicable) and prospectus (the “Form S-4”"Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, at the time the Form S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or misleading, and (biii) the proxy statement relating to the Stockholders’ Meeting (the “Prospectus/Proxy Statement”) will notStatement and any amendment or supplement thereto will, at the date it is first mailed of mailing to the Company’s stockholders and at the time times of the Stockholders’ Meetingmeetings 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 were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information provided in writing by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent ETP in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement statement/prospectus relating to the StockholdersShareholders’ Meeting (the “Proxy Statement/Prospectus”) will notwill, at the date it is first mailed to the Company’s stockholders shareholders and at the time of the StockholdersShareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the StockholdersShareholders’ Meeting, and then, Meeting but excluding any portion thereof based on information supplied by Parent ETP or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. None of the information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the Parent’s registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4Registration Statement”) will, at the time the Form S-4 Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or and (b) the joint proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to meetings of the Company’s stockholders and Parent’s stockholders to be held in connection with the Merger (the “Proxy/Prospectus”) will, at the date the Proxy/Prospectus is mailed to stockholders of the Company or Parent or at the time of the Stockholders’ Meetingmeeting of stockholders of the Company or Parent 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 were are made, not misleading. The Proxy Statement and portions of the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information Proxy/Prospectus supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no No representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information regarding Parent or Merger Sub incorporated by reference in the Form S-4 Proxy/Prospectus or the Proxy Statement that were not supplied by Parent or on behalf of Merger Sub specifically for inclusion in the CompanyProxy/Prospectus.

Information Supplied. None of the information provided supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplementsOffer Documents, the “Form S-4”) Schedule 14D-9 or the Information Statement will, at the time such document is filed with the Form S-4 becomes effective under SEC, at any time it is amended or supplemented or at the Securities Acttime it is first published, sent or given to the holders of Company Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading or misleading, and (bii) the proxy statement relating to the Stockholders’ Meeting Proxy Statement (the “Proxy Statement”if any) will notwill, at the date it is first mailed to the Company’s stockholders and holders of Company Common Stock or at the time of the Stockholders’ MeetingCompany Stockholders Meeting (if such a meeting is held), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and misleading or will, at the Form S-4 time of the Company Stockholders Meeting (solely if such a meeting is held), omit to state any material fact necessary to correct any statement in any earlier communication from the Company with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub solicitation of proxies for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company Stockholders Meeting that shall have become false or misleading in any of its Subsidiariesmaterial respect. The Schedule 14D-9, the Information Statement and the Proxy Statement (if any) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no No representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in the Form S-4 Schedule 14D-9, the Information Statement or the Proxy Statement that were not supplied by or on behalf of the Company(if any).

Information Supplied. None of the The information provided supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in the Merger will be filed registered with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4Registration Statement”) will, shall not at the time the Form S-4 becomes Registration Statement is declared effective under by the Securities Act, 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 not misleading misleading. The information supplied or (b) to be supplied by the Company specifically for inclusion in the proxy statement relating to the Stockholders’ Meeting or any amendment or supplement thereto (the “Proxy Statement”) will to be included in the Registration Statement and to be sent to the stockholders of Parent in connection with the Parent stockholders meeting to adopt this Agreement and the transactions contemplated hereby (the “Parent Stockholders Meeting”) shall not, at on the date it the Proxy Statement is first mailed to the Company’s stockholders and of Parent or at the time of the Stockholders’ MeetingParent Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the The information provided to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of UCU Common Stock issuable in the Merger will be filed registered with the SEC by Parent in connection with (the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”"Registration Statement") will, shall not at the time the Form S-4 becomes Registration Statement is declared effective under by the Securities Act, 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 therein, in light of the circumstances under which they were made, not misleading or (b) misleading. The information to be supplied by the Company for inclusion in the proxy statement relating statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the Stockholders’ Meeting stockholders of the Company in connection with their meeting to consider this Agreement and the Merger (the “Proxy Statement”"Company Stockholders' Meeting") will shall not, at on the date it the Proxy Statement is first mailed to the Company’s stockholders and of the Company or at the time of the Company Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of The Form S-4, the information provided by Proxy Statement and the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 10 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) willwill not, at the time the Form S-4 becomes effective under the Securities Act, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting, and at the time the Form 10 becomes effective under the Securities Act, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; provided, however, that no representation is made by Parent with respect to statements made therein based on information supplied or (b) incorporated by reference by the proxy statement relating to Company for inclusion in the Stockholders’ Meeting (Form S-4, the “Proxy Statement”) will notStatement and the Form 10. None of the information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement and Form 10 will, at the date it is first mailed to the Company’s 's stockholders and at the time of the Stockholders’ Company Stockholders Meeting, and at the date it becomes effective, respectively, contain any untrue statement 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, statement therein not misleading. The Proxy Statement and Subject to the provisions set forth in the second preceding sentence, the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Exchange Act and the Exchange Act Securities Act, as appropriate, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the The information provided supplied by the Company Comcast for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock (and any K/A Securities or K/C Securities) issuable in the Mergers will be filed registered with the SEC by Parent in connection with (the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”"Registration Statement") will, shall not at the time the Form S-4 becomes Registration Statement is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub Comcast for inclusion in the joint proxy statement/prospectus or incorporation by reference any amendment or supplement thereto (the "Joint Proxy Statement") to be sent to Comcast shareholders in connection with their meeting to consider this Agreement and the Comcast Merger (the "Comcast Shareholders' Meeting") and to be sent to AT&T shareholders in connection with their meeting to consider this Agreement and the AT&T Broadband Merger (the "AT&T Shareholders' Meeting") shall not, on the date the Joint Proxy Statement is first mailed to the shareholders of each of Comcast and AT&T, at the time of the Comcast Shareholders' Meeting, at the time of the AT&T Shareholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements light of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12circumstances under which they were made, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companymisleading.

Information Supplied. None of the information relating to STAR III or any STAR III Subsidiary contained or incorporated by reference in the Proxy Statement or the Form S-4 or that is provided by the Company STAR III or any STAR III Subsidiary in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be any document filed with the SEC by Parent any other Governmental Authority in connection with the issuance of Common Units transactions contemplated by this Agreement will (a) in the Merger (including any amendments or supplementscase of the Proxy Statement, at the “Form S-4”) willtime of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ MeetingMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by STAR III with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, 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 All documents that STAR III is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to STAR III, its officers, directors and partners and the Form S-4 STAR III Subsidiaries (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on or other information supplied by Parent or Merger Sub on behalf of STAR III or any STAR III Subsidiaries for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12Act; provided, that no representation or warranty is made by the Company with respect as to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanySTAR Parties.

Information Supplied. None of the information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Units Stock in the Merger (including any amendments or supplements, the “Form "S-4”") will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and none of the information supplied or (b) to be supplied by the proxy statement relating to Company and included or incorporated by reference in the Stockholders’ Meeting (the “Proxy Statement”) will not, as supplemented if necessary, will, at the date it is first mailed to stockholders of the Company’s stockholders and , or at the time of the Stockholders’ Meetingmeeting of such stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and If at any time prior to the Form S-4 (solely time of such meeting, any event with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) , or with respect to other information supplied by the Company for inclusion in the Proxy Statement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. No statement, certificate, instrument or other writing furnished or to be furnished by UNUM or any affiliate thereof to Provident pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information provided supplied or to be supplied by the Company UNUM for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it the Joint Proxy Statement is first mailed to the Company’s UNUM's stockholders and or at the time of the Stockholders’ UNUM Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company UNUM with respect to information or statements made or incorporated by reference therein based on information supplied by Provident specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the CompanyStatement.

Information Supplied. None of the information provided supplied or to be supplied by the Company AmSurg or New Amethyst for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent Holdings in connection with the issuance of Common Units in the Merger Mergers (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it or any amendment or supplement is first mailed to each of the Company’s stockholders holders of Holdings Common Stock and AmSurg Common Stock and at the time of each of the Stockholders’ Holdings Stockholders Meeting and AmSurg Shareholders Meeting, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light therein not false or misleading (except that no representation or warranty is made by AmSurg to such portions thereof that relate expressly to Holdings or any of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect its Subsidiaries or to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof statements made therein based on information supplied by Parent or Merger Sub on behalf of Holdings for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) ). The Form S-4 and Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Companyother applicable Law.

Information Supplied. None of the The information provided supplied or to be -------------------- supplied by the Company ART or its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplementswill not, the “Form S-4”) will, either at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) , including any amendments and supplements thereto, will not, either at the date it is first mailed to the Company’s stockholders and shareholders or at the time of the Stockholders’ Meetingmeeting of shareholders of ART to be held in connection with the transactions contemplated by this Agreement and the Merger Agreements, contain any untrue statement 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 Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will each comply as to form in all material respects with all applicable laws, including the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12Act, except that no representation or warranty is made by the Company ART with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by Newco or on behalf of the CompanyNRLP for inclusion therein.

Information Supplied. None of the information provided supplied or to be supplied by the Company or on behalf of Northwest for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent Delta in connection with the issuance of Delta Common Units Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to the CompanyNorthwest’s stockholders and or at the time of the Northwest Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement (other than the portion thereof relating solely to the Delta Stockholders’ Meeting) and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.123.1(e), no representation or warranty is made by the Company Northwest with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that which were not supplied by or on behalf of the CompanyNorthwest.

Information Supplied. None of the information provided supplied or to be supplied by or on behalf of the Company Parent Parties for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus will (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, case of the “Form S-4”) will, at the time such document is filed with the Form S-4 becomes SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is first mailed to the Company’s shareholders or Parent’s stockholders or at the time of the Company Shareholder Meeting or at the Parent Stockholder Meeting or at the time that the Form S-4 is declared effective or at the Company Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (solely with respect to Parent, its directors and officers and the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderLaws. Notwithstanding the foregoing provisions of this Section 3.12, no No representation or warranty is made by the Company with respect hereunder as to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus that were not supplied by or on behalf of the CompanyParent or any Parent Subsidiary.

Information Supplied. None of the information provided supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to the Company’s stockholders and the date it is first mailed to Parent’s stockholders or at the time of the Stockholders’ Company Stockholder Meeting or Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made other documents filed by the Company or any of its Subsidiaries) with the SEC in connection herewith will comply as to form in all material respects with the requirements of the Securities Act and applicable Law, including the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent, Merger Sub I or Merger Sub II for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the CompanyStatement.

Information Supplied. None of the The information provided supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) willshall not, at the time the Form S-4 becomes is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ MeetingSEC, contain any untrue statement 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 are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion therein. The information supplied or to be supplied by Parent for inclusion in the Proxy Statement Statement/Prospectus shall not, at the time the Proxy Statement/Prospectus is first mailed to the shareholders of the Company and at the time of any meeting of Company shareholders 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, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion therein. The Form S-4 and the Form S-4 Proxy Statement/Prospectus (solely with respect to the portion thereof relating based on information supplied or to the Stockholders’ Meetingbe supplied by Parent for inclusion therein, and then, but excluding any portion thereof based on information supplied by Parent or Merger Sub the Company in writing expressly for inclusion or incorporation by reference therein, with respect to which no representation or warranty is made by the Company or any of its SubsidiariesParent) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information provided in writing by the Company Partnership specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Parent Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement statement/prospectus relating to the StockholdersPartnership Unitholders’ Meeting (the “Proxy Statement/Prospectus”) will notwill, at on the date it is first mailed to the CompanyPartnership’s stockholders unitholders and at the time of the StockholdersPartnership Unitholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the StockholdersPartnership Unitholders’ Meeting, and then, but excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company Partnership or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company Partnership with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus that were not specifically supplied in writing by or on behalf of the CompanyPartnership.

Information Supplied. None of the The information provided supplied or to be -------------------- supplied by the Company Newco for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplementswill not, the “Form S-4”) will, either at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or and (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) , including any amendments and supplements thereto, will not, either at the date it is first mailed to the Company’s stockholders shareholders of ART and unitholders of NRLP or at the time times of the Stockholders’ Meeting, meetings of ART and NRLP to be held in connection with the transactions contemplated by this Agreement and the Merger Agreements contain any untrue statement 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 Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will each comply as to form in all material respects with all applicable laws, including the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12Act, except that no representation or warranty is made by the Company Newco with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by ART or on behalf of the CompanyNRLP for inclusion therein.

Information Supplied. None of the information provided supplied or to be supplied by the Company Realty Income for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with or the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) 10 will, at the time the applicable Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”/Prospectus (as defined below) will notwill, at the date it is first mailed of mailing to the Company’s stockholders and at the time times of the Stockholders’ Meetingmeetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) the OfficeCo Distribution Prospectus will, at the date of effectiveness of the Form 10 and of mailing to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) OfficeCo Distribution Prospectus will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated of the SEC thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company Realty Income with respect to information or statements made or incorporated by reference therein based on information supplied by VEREIT for inclusion or incorporation by reference in the Form S-4 Joint Proxy Statement/Prospectus or the Proxy Statement that were not supplied by or on behalf of the CompanyOfficeCo Distribution Prospectus.

Information Supplied. None of the information provided supplied or to be supplied by the Company VEREIT for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with or the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) 10 will, at the time the applicable Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”/Prospectus (as defined below) will notwill, at the date it is first mailed of mailing to the Company’s stockholders and at the time times of the Stockholders’ Meetingmeetings of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) the OfficeCo Distribution Prospectus will, at the date of effectiveness of the Form 10 and of mailing to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) Statement/Prospectus will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated of the SEC thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company VEREIT with respect to information or statements made or incorporated by reference therein based on information supplied by Realty Income for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the CompanyStatement/Prospectus.

Information Supplied. None of the information provided supplied or to be supplied by the Company Pubco or Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger through (including any amendments or supplementsc), the “Form S-4”) will, at when filed, made available, mailed or distributed, as the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and None of the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied or to be supplied by Parent Pubco or Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Pubco nor Merger Sub makes any representation, warranty or covenant with respect to which no representation is made any information supplied by or on behalf of Purchaser, the Company Target Companies, or any of its Subsidiaries) their respective Affiliates. All documents that Pubco is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyAct.

Information Supplied. None of the information provided supplied or to be supplied by the Company IUB for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent IUB in connection with the issuance of IUB Common Units Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or misleading, and (bii) the proxy statement relating Proxy Statement to be filed with the Stockholders’ Meeting (SEC in connection with the “Proxy Statement”) will notmeeting of shareholders will, at the date it is first mailed dates of mailing to the Company’s stockholders shareholders of IUB and PTC and at the time of the Stockholders’ Meetingmeetings of shareholders of IUB and PTC 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 were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect except for such portions thereof that relate only to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its SubsidiariesPTC) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding The information set forth in the foregoing provisions IUB Letter by IUB for purposes of this Section 3.12, no representation or warranty Agreement is made by the Company with respect to information or statements made or incorporated by reference true and accurate in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.all material respects. (j)

Information Supplied. None of the information provided supplied or to be supplied by or on behalf of the Company Parent Parties for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus will (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, case of the “Form S-4”) will, at the time such document is filed with the Form S-4 becomes SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is first mailed to the Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholder Meeting or at the Parent Stockholder Meeting or at the time that the Form S-4 is declared effective or at the Company Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (solely with respect to Parent, its directors and officers and the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderLaws. Notwithstanding the foregoing provisions of this Section 3.12, no No representation or warranty is made by the Company with respect hereunder as to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus that were not supplied by or on behalf of the CompanyParent or Parent OP.

Information Supplied. None of the information provided supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) any of the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) Offer Documents will, at the time the Form S-4 becomes effective under the Securities ActOffer Documents are first published, sent or given to holders of Company Common Stock, and at any time they are amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading or misleading, and (bii) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) , if any, will notcontain, at on the date it is first mailed to the Company’s stockholders and holders of the Company Common Stock or at the time date of the Stockholders’ Meetingrelated stockholders' meeting (the "Meeting Date"), contain any untrue statement 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 are made, not misleading. The Proxy Statement and If at any time prior to the Form S-4 expiration or termination of the Offer, the acceptance for payment of Shares pursuant to the Offer or the Meeting Date (solely if applicable), any event with respect to the portion thereof relating Company, or with respect to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub the Company specifically for inclusion in the Offer Documents or incorporation by reference thereinthe Proxy Statement, with respect as applicable, shall occur which is required to which no representation is made be described in an amendment of, or supplement to, such document, such event shall be so described by the Company and furnished to Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, insofar as it relates to the Company or any of its Subsidiaries) Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the requirements provisions of applicable law as to the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderinformation required to be contained therein. Notwithstanding the foregoing provisions of this Section 3.12foregoing, the Company makes no representation or warranty is made by the Company with respect to the information supplied or statements made to be supplied by Parent or incorporated by reference Sub for inclusion in the Form S-4 Offer Documents or the Proxy Statement that were not supplied by or on behalf of the CompanyStatement.

Information Supplied. (a) None of the information provided supplied or to be supplied by the Company Moon Parties for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (bii) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not/Prospectus will, at on the date it is first mailed to the Company’s Moon stockholders and or Comet shareholders or at the time of the Stockholders’ Moon Stockholders Meeting or the Comet Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Proxy Statement and the Form S-4 (solely with respect to including the portion thereof relating to Proxy Statement/Prospectus) and the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) Exchange Offer Documents will comply as to form in all material respects with the requirements applicable provisions of the Securities Act and Exchange Act, subject, in the Exchange Act and case of the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made portions supplied by the Company with respect Comet Parties, to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf accuracy of the Companylast sentence of Section 5.8(a).

Information Supplied. None of the information provided by the Company with respect to Parent and its Subsidiaries that Parent supplies for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) S 4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading misleading, or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will not/Prospectus will, at the date it is first mailed or made available to the Company’s stockholders shareholders and at the time of the Stockholders’ MeetingParent’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (solely , except that, in any case, no representation is made by Parent with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference thereinon behalf of the Company. The Form S-4 and the Joint Proxy Statement/Prospectus will comply, with respect to which no representation is made by the Company or any of information regarding Parent and its Subsidiaries) will comply , as to form in all material respects with the requirements of the Securities Act and Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of the CompanyStatement/Prospectus, as applicable.

Information Supplied. None of the information provided supplied or to be supplied by the Company DigitalGlobe, Merger Sub or Merger Sub 2 for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (bii) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will notStatement will, at the date it is first mailed to the Companyeach of DigitalGlobe’s stockholders and GeoEye’s stockholders or at the time of each of the Stockholders’ DigitalGlobe Stockholders Meeting and the GeoEye Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that no representation is made by DigitalGlobe with respect to statements made or incorporated by reference therein based on information supplied by GeoEye for inclusion or incorporation by reference therein. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company DigitalGlobe with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not therein based on information supplied by GeoEye for inclusion or on behalf of the Companyincorporation by reference therein.

Information Supplied. None of the The information provided supplied or to be -------------------- supplied by the Company NRLP or its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplementswill not, the “Form S-4”) will, either at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) , including any amendments and supplements thereto, will not, either at the date it is first mailed to the Company’s stockholders and unitholders or at the time of the Stockholders’ Meetingmeeting of unitholders of NRLP to be held in connection with the transactions contemplated by this Agreement and the Merger Agreements, contain any untrue statement 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 Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will each comply as to form in all material respects with all applicable laws, including the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12Act, except that no representation or warranty is made by the Company NRLP with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyNewco and ART for inclusion therein.

Information Supplied. None Each of the Company and Parent agrees, as to itself and its subsidiaries, that none of the information provided supplied or to be supplied by the Company it or its subsidiaries for inclusion or incorporation by reference in (ai) the registration Offer Documents, the Schedule 14D-1 and the Schedule 14D-9 will, at the time of filing thereof and at the time of distribution thereof, contain any untrue statement of 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, (ii) the Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units shares of Parent Preferred Stock in the Merger (including any amendments the information statement or supplements, proxy statement (as applicable) and prospectus (the “Form S-4”"Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, at the time the Form S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or and (biii) the proxy statement relating to the Stockholders’ Meeting (the “Prospectus/Proxy Statement”) will notStatement and any amendment or supplement thereto will, at the date it is first mailed of mailing to stockholders of the Company’s stockholders Company and of Parent and at the time times of the Stockholders’ Meetingmeetings of stockholders of the Company and of Parent 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 were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information provided supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (a) the registration statement any Current Report on Form S-4 8-K or any other report, form, registration, or other filing made with any Governmental Authority with respect to be filed with the SEC by Parent in connection with transactions contemplated hereby or (b) the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) Proxy Statement will, at the date it is first mailed to Parent’s stockholders and warrantholders or at the time of the Form S-4 becomes effective under the Securities ActStockholder Meeting or Warrantholder Meeting, respectively, contain any untrue statement 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 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference therein not misleading based solely on information supplied by Chaparral in writing for inclusion or (b) incorporation by reference in the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion in the Proxy Statement shall, at the date it time such document is first mailed to the Company’s stockholders and filed, at the time of amended or supplemented, or at the Stockholders’ Meetingtime the Proxy Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and the Form S-4 (solely with respect to the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct. Notwithstanding the foregoing provisions of this Section 3.12foregoing, Parent makes no representation representation, warranty or warranty is made by the Company covenant with respect to any information or statements made or incorporated supplied by reference Chaparral which is contained in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the CompanyStatement.

Information Supplied. None of the information provided supplied or to be supplied by or on behalf of the Company Parent Parties for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus will (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, case of the “Form S-4”) will, at the time such document is filed with the Form S-4 becomes SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, at the date it is first mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is first mailed to the Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholder Meeting or the Parent Stockholder Meeting or at the time that the Form S-4 is declared effective or at the Company Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (solely with respect to Parent, its directors and officers and the portion thereof relating to the Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable requirements of the any Securities Act and the Exchange Act and the rules and regulations promulgated thereunderLaws. Notwithstanding the foregoing provisions of this Section 3.12, no No representation or warranty is made by the Company with respect hereunder as to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus that were not supplied by or on behalf of the CompanyParent Parties.

Information Supplied. None of the information provided by the Company or on behalf of Parent or its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Joint Proxy Statement”) will not/Prospectus will, at the date it is first mailed to Parent’s stockholders and the Company’s stockholders and or at the time of the Parent Stockholders’ Meeting or the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, with respect to projected financial information provided by or on behalf of Parent or its Subsidiaries, Parent represents only that such information was prepared in good faith by management of Parent on the basis of assumptions believed by such management to be reasonable as of the time made. The Joint Proxy Statement Statement/Prospectus (other than the portion thereof relating solely to the Company Stockholders’ Meeting) and the Form S-4 (solely with respect to other than the portion thereof relating solely to the Company Stockholders’ Meeting, and then, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. None of the information provided with respect to Acquiror or Merger Sub supplied or to be supplied by the Company or on behalf of Acquiror or Merger Sub for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4”) Schedule 14D-9 will, at the time of the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will notfiling of, at the date it is first mailed to the Company’s stockholders time of any amendment of or supplement to, and at the time of any publication, distribution or dissemination of, the Stockholders’ MeetingSchedule 14D-9, and at the time of consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The Proxy Statement and At the Form S-4 (solely with respect to time of the portion thereof relating to filing of, at the Stockholders’ Meetingtime of any amendment of or supplement to, and thenat the time of first publication, excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference thereindistribution and dissemination of, with respect to which no representation is made by the Company or any of its SubsidiariesOffer Documents, the Offer Documents (a) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and (b) 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 rules statements therein, in the light of the circumstances under which they are made, not misleading. For clarity, the representations and regulations promulgated thereunder. Notwithstanding the foregoing provisions of warranties in this Section 3.12, no representation 5.03 will not apply to statements or warranty is made by the Company with respect to information or statements made omissions included or incorporated by reference in the Form S-4 Offer Documents or the Proxy Statement that were not Schedule 14D-9 based upon information supplied to Acquiror by the Company or any of its representatives on behalf of the CompanyCompany for inclusion or incorporation by reference therein, including information quoted directly from the Company SEC Reports, to the extent such information has not been amended or supplemented in a subsequent Company SEC Report prior to the date such information is quoted.