Common use of Information Supplied Clause in Contracts

Information Supplied. The information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation in the Form S-4 shall not at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. The None of the information supplied or to be supplied provided by Parent or Merger Sub 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 shall not S-4”) will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of therein not misleading or (b) 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 proxy statement relating to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in Stockholders’ Meeting (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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall ”) will not, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the Company’s stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except thatand then, in each case, no representation or warranty is made excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to statements which no representation is made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus or any of its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange ActAct 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. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation in the Form S-4 shall not at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically Parties for inclusion or incorporation by reference in the Form S-4. The information supplied S-4 or to be supplied by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent to will (a) in the stockholders case of the Company in connection Form S-4, at the time such document is filed with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notSEC, on the date the Joint Proxy Statement/Prospectus at any time such document is first mailed to the stockholders of the Company amended or the shareholders of Parent supplemented or at the time of it is declared effective under the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingSecurities 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, in light of the circumstances under which they were are made, not misleading, except that, or (b) in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf the case of the Company specifically for inclusion in the Joint 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 Joint At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its directors and officers and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange ActSecurities Laws. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or the Partnership.

Information Supplied. The information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation in the registration statement on Form S-4 to be filed by Parent in connection with the Share Issuance (the “Form S-4”) shall not not, at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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, in each case, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made therein based on information supplied by Parent or on behalf of its 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 included in the Form S-4 (the “Joint Proxy Statement/Prospectus”) will not, at the time the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as is first mailed to form the stockholders of the Company and at the time of any meeting of Company stockholders to be held in all material respects connection with the requirements 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 Exchange Actcircumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or its Representatives in writing expressly for inclusion therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (ii) the Joint Proxy Statement/Prospectus to be sent to the 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 notStatement will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the Company's stockholders of the Company or the shareholders of Parent Parent's stockholders or at the time of the Company Stockholders Meeting, 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 are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that, in each case, that no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectustherein or incorporation by reference therein. The Joint Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation is made by Parent with respect to 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.

Information Supplied. The None of the information supplied or to be supplied provided in writing by Parent or Merger Sub its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Form S-4 shall not will, at the time the Form S-4 is declared effective by 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 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 misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of (b) the 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 Combined Consent Statement/Prospectus to be sent to the 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 notwill, on the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingPartnership’s unitholders, contain any untrue 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 . The Combined Consent Statement/Prospectus and the Form S-4 (solely with respect to the portion thereof based on information supplied by Parent or Merger Sub with respect to statements made therein its Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by or on behalf of the Company specifically Partnership, its Subsidiaries or the Conflicts Committee for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus or incorporation by reference therein, with respect to which no representation is made by 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. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of Parent.

Information Supplied. The None of the information supplied or to be supplied provided in writing by Parent or Merger Sub its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Form S-4 shall not will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of therein or (b) 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 based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notwill, on the date the Joint Proxy Statement/Prospectus it is first mailed to the Company’s stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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/Prospectus and the Form S-4 (solely with respect to the portion thereof based on information supplied by Parent or its Subsidiaries for inclusion or incorporation by reference therein, except thatbut excluding any portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, in each case, with respect to which no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf any of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of Parent.

Information Supplied. The None of the information supplied provided in writing by the Partnership or to be supplied by Parent or Merger Sub the General Partner specifically for inclusion or incorporation by reference in (a) the Form S-4 shall not 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 declared effective by 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 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 misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of (b) the 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 Combined Consent Statement/Prospectus to be sent to the 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 notwill, on the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingPartnership’s unitholders, contain any untrue 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 . The Combined Consent Statement/Prospectus and the Form S-4 (solely with respect to statements made therein the portion thereof based on information supplied by the Partnership or the General Partner or any of their respective Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by or on behalf of Parent or the Company specifically Merger Subs for inclusion in or incorporation by reference therein, with respect to which no representation is made by the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus 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. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Partnership with respect to information or statements made or incorporated by reference in the Form S-4 or the Combined Consent Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Partnership or the General Partner.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation in (i) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of therein not misleading or (ii) 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 based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notwill, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the Company's stockholders of the Company or the shareholders of Parent or at the time of the 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 the light of the circumstances under which they were are made, not misleadingmisleading or contain any statements which at the time and in the light of the circumstances under which it is made, except that, in each case, no representation is false or warranty is made by Parent or Merger Sub misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made therein based on information supplied by not false or on behalf misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Stockholders Meeting which has become false or misleading. The Form S-4 will, as of its effective date, and the prospectus contained therein will, as of its date, comply as to form in all material respects with the requirements of the Company specifically for inclusion in Securities Act and the Joint Proxy Statement/Prospectusrules and regulations promulgated thereunder. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. No representation is made by Parent with respect to statements made or incorporated by reference in the Form S-4 based on information supplied in writing by the Company specifically for inclusion or incorporation in the Form S-4.

Information Supplied. The None of the information supplied or to be supplied provided in writing by Parent or Merger Sub 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 shall not S-4”) will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of therein not misleading or (b) 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 proxy statement/prospectus relating to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in Stockholders’ Meeting (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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notProspectus”) will, on the date the Joint Proxy Statement/Prospectus it is first mailed to the Company’s stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting, except that, in each case, no representation or warranty is made but excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to statements which no representation is made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus 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. 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/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub 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 pursuant to which shares of Parent Common Stock, Parent Series B Preferred Stock, Parent Series C Preferred Stock and Parent Series D Preferred Stock issuable in the Form S-4 shall not Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is declared Registration Statement becomes effective by under the SEC 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, in light of the circumstances under which they were are made, not misleading, except that, in each case, no representation misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (b) the Joint Proxy Statement/Prospectus to be sent to the 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 notStatement shall, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the shareholders of Stockholders and to Parent or Stockholders and at the time of the Company Stockholders Meeting, or at the time of 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; provided, except thathowever, in each case, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company specifically for inclusion in and not obtained from or incorporated by reference to the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects Company’s filings with the requirements of the Exchange ActSEC.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference in the Form S-4 shall not at Offer Documents, the time Schedule 14D-9, the Form S-4 is declared effective by Proxy Statement (if applicable), or the SEC contain any untrue statement of a material fact or omit to state any material fact other documents 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 filed by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or , at the time of the meeting at which the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingShareholder 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. If at any time prior to the expiration of the Offer or the Effective Time, except thatas 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 each casean amendment of, no representation or warranty is made a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger Sub and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, 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 statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will Parent, its officers, directors and subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub LaSalle Holdings for inclusion or incorporation by reference in the Form S-4 shall not to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they such statements were made, not 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 Plans and the transactions contemplated hereby, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion Trenwick in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub writing for inclusion in the Joint Proxy Statement/Prospectus to be sent to the 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 , will not, on as of the date the Joint Proxy Statement/Prospectus Statement is first mailed to such shareholders and on the stockholders date of the Company meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the shareholders case may be, and the date of Parent any postponement or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meetingadjournment 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, except that, . All documents that LaSalle Holdings is responsible for filing with any Governmental Authority in each case, no representation or warranty is made by Parent or Merger Sub connection with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus transactions contemplated hereby will comply as to form in all material respects with the requirements provisions of the Exchange Actany applicable law.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub CTWS for inclusion or incorporation by reference in (i) the Form S-4 shall not 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 is declared effective by under the SEC 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, in light of the circumstances under which they were are made, not misleading, except that, in each case, no representation misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (ii) the Joint Proxy Statement/Prospectus to be sent to the 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 notStatement will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the each of SJW’s stockholders of the Company or the and CTWS’s shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time each of the Parent 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 Form S-4 will comply as to form in all material respects with the requirements of the Securities Act, except that, in each case, that no representation or warranty is made by Parent or Merger Sub CTWS with respect to statements made or incorporated by reference therein based on information supplied by SJW or on behalf of the Company specifically Merger Sub for inclusion in the Joint Proxy Statement/Prospectusor incorporation by reference therein. The Joint Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Exchange Act, except that no representation is made by CTWS with respect to statements made or incorporated by reference therein based on information supplied by SJW or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. The information supplied or to be supplied by Parent or CPT, Parent, CPT Merger Sub and Inuvo Merger Sub in writing expressly for inclusion or incorporation in the Form S-4 shall not will not, at the time the Form S-4 is declared effective by the SEC 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, except that, in each case, that no representation or warranty is made by Parent CPT, Parent, CPT Merger Sub or Inuvo Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically Inuvo in writing expressly for inclusion in the Form S-4therein. The information supplied or to be supplied by Parent or CPT, Parent, CPT Merger Sub and Inuvo Merger Sub in writing expressly for inclusion in the Joint Proxy Statement/Prospectus to be sent to the 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 will not, on at the date time the Joint Proxy Statement/Prospectus is first mailed to the CPT stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, that no representation or warranty is made by Parent or CPT, Parent, CPT Merger Sub and Inuvo Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically Inuvo in writing expressly for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Acttherein.

Information Supplied. The None of the information supplied or to be supplied by Parent AREP Oil & Gas or Merger Sub IPO Co. in writing for inclusion or incorporation in by reference to (i) the Form S-4 shall not will at the time the Form S-4 is declared effective by 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, (ii) the Information Statement will at the date mailed 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, therein in light of the circumstances under which they were made, are 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 based on information supplied by or on behalf of (iii) the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or S-1 will at the time of the Company Stockholders Meeting, or S-1 is filed with the SEC and at the time of it becomes effective under the Parent Stockholders Meeting, 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus S-4 and the S-1 will comply as to form in all material respects with the requirements provisions of the Exchange ActSecurities Act and the rules and regulations thereunder. Notwithstanding the foregoing, none of AREP Oil & Gas or IPO Co. makes any representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub Trenwick for inclusion or incorporation by reference in (i) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were are made, not misleading, except that, in each case, no representation misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (ii) the Joint Proxy Statement/Prospectus to be sent to the 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 notStatement will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the Trenwick's stockholders of the Company or the shareholders of Parent or at the time of the Company Trenwick Stockholders Meeting, or at the time of the Parent Stockholders MeetingMeeting (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, except that, . The Form S-4 will comply as to form in each case, no representation or warranty is made by Parent or Merger Sub all material respects with respect to statements made therein based on information supplied by or on behalf the requirements of the Company specifically for inclusion in Securities Act and the Joint Proxy Statement/Prospectusrules and regulations promulgated thereunder. The Joint Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, no representation or warranty is made by Trenwick in this Section 3.2(f) with respect to information supplied by Chartwell for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. The information supplied or to be supplied by Parent or Merger Sub the Company specifically for inclusion or incorporation in the Form S-4 Registration Statement shall not at the time the Form S-4 Registration 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, therein not misleading, except that, in each case, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made therein based on information supplied by Parent, Holdco or on behalf any of the Company specifically their respective Representatives in writing expressly for inclusion in the Form S-4therein. The information supplied or to be supplied by Parent or Merger Sub the Company specifically for inclusion in the Joint Proxy Statement/Prospectus to Prospectus, which shall be sent to included in the stockholders of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting Registration Statement, shall not, on the date date(s) the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or and the shareholders stockholders of Parent Parent, respectively, or at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, respectively, or at the time of the Parent 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 made, not misleading, except that, in each case, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made therein based on information supplied by Parent, Holdco or on behalf any of the Company specifically their respective Representatives for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Acttherein.

Information Supplied. The (i) None of the information supplied or to be supplied by Parent Anthem or any of its Subsidiaries (including Merger Sub Sub) for inclusion or incorporation by reference in (A) the registration statement on Form S-4 shall not to be filed with the SEC by Anthem in connection with the Share Issuance, or any of the amendments or supplements thereto (collectively, the “Form S-4”), will, at the time the Form S-4 is declared filed with the SEC, or at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were are made, not misleading, except that, in each case, no representation or warranty is made and (B) the joint proxy statement for use relating to the adoption by Parent or Merger Sub with respect to statements made therein based on information supplied the stockholders of Cigna of this Agreement and approval by or on behalf the shareholders of Anthem of the Company specifically for inclusion in Share Issuance, or any of the Form S-4. The information supplied amendments or to be supplied by Parent or Merger Sub for inclusion in supplements thereto (collectively, the “Joint Proxy Statement/Prospectus to be sent to the 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”), will, on the date the Joint Proxy Statement/Prospectus it is first mailed to the Anthem shareholders and to Cigna stockholders of the Company or the shareholders of Parent or at the time of the Company Anthem Shareholders Meeting (as defined in Section 5.1(c)) and the Cigna Stockholders Meeting, or at the time of the Parent Stockholders MeetingMeeting (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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Form S-4 will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by Anthem with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information not supplied by it or Merger Sub.

Information Supplied. The None of the information supplied or to be supplied provided by Parent or Merger Sub 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 Stock in the Merger (including any amendments or supplements, the “Form S-4 shall not S-4”) will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of therein not misleading or (b) the circumstances under which they were made, not misleading, except thatproxy statement relating to the Company Stockholders’ Meeting and the proxy statement relating to the Parent Stockholders’ Meeting (such proxy statements together, in each casecase as amended or supplemented from time to time, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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”) will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the Company’s stockholders of the Company or the shareholders of Parent and Parent’s stockholders or at the time of the Company Stockholders Meeting, Stockholders’ Meeting or at the time of the Parent Stockholders 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus 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) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange ActAct 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 which were not supplied by or on behalf of the Company.

Information Supplied. (i) The Schedule 13E-3 and any amendments or supplements thereto, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (ii) None of the information supplied or to be supplied by Parent Holdings or Merger Sub in writing specifically for inclusion or incorporation by reference in the Form S-4 shall not at Proxy Statement, the time the Form S-4 is declared effective by Schedule 13E-3 and any other documents to be 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 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 based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting and transactions contemplated hereby, including any amendment or supplement to such documents, will, at the respective times such documents are filed, and, with respect to the Proxy Statement, when first published, sent or given to shareholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingCompany, contain any untrue 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, except thatmisleading or, in each casethe case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Company Shareholders Meeting, and 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 made therein, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to any solicitation of proxies for the Company Shareholders Meeting which shall have become misleading. (iii) Notwithstanding the foregoing provisions of this Section 2.2(d), no representation or warranty is made by Parent Holdings or Merger Sub with respect to statements made therein or incorporated by reference in the Schedule 13E-3 based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Actor incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub SJW for inclusion or incorporation by reference in (i) the Form S-4 shall not 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 is declared effective by under the SEC 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, in light of the circumstances under which they were are made, not misleading, except that, in each case, no representation misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (ii) the Joint Proxy Statement/Prospectus to be sent to the 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 notStatement will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the each of SJW’s stockholders of the Company or the and CTWS’s shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time each of the Parent 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 Form S-4 will comply as to form in all material respects with the requirements of the Securities Act, except that, in each case, that no representation or warranty is made by Parent or Merger Sub SJW with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically CTWS for inclusion in the Joint Proxy Statement/Prospectusor incorporation by reference therein. The Joint Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Exchange Act, except that 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 incorporation by reference therein.

Information Supplied. The (i) None of (A) the Offer Documents, (B) the Schedule 14D-1 or (C) the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Form S-4 shall not at Proxy Statement, if any, the time the Form S-4 is declared effective by Schedule 14D-9 and any other documents to be 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 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 based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting and transactions contemplated hereby, including any amendment or supplement to such documents, will, at the respective times such documents are filed, and, with respect to the shareholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is , if any, and the Offer Documents, when first mailed published, sent or given to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingCompany, contain any untrue 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, except thatfalse or misleading or, in each casethe case of the Proxy Statement, if any, or any amendment thereof or supplement thereto, at the time of the Company Stockholders Meeting, if any, and 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 made therein, in light of the circumstances under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the Offer or the solicitation of proxies for the Company Stockholders Meeting, if any, which shall have become false or misleading. (ii) Notwithstanding the foregoing provisions of this Section 3.2(c), no representation or warranty is made by Parent or Merger Sub with respect to statements made therein or incorporated by reference in the Offer Documents or Schedule 14D-1 based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Actor incorporation by reference therein.

Information Supplied. The None of the information supplied or -------------------- to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in the Form S-4 shall not Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "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 is declared effective by meeting of stockholders of the SEC Company 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, in light of the circumstances under which they were are made, not misleading, except that, . The Disclosure Statements will comply as to form in each case, no representation or warranty is made by Parent or Merger Sub all material respects with respect to statements made therein based on all provisions of applicable law. None of the information supplied by or on behalf of the Company specifically in writing for inclusion in the Form S-4. The information supplied Disclosure Statements or to be supplied provided by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the Company Stockholders Meeting SEC and are first published or sent or given to the shareholders holders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub IXnet for inclusion or incorporation by reference in (i) the Form Forms S-4 shall not will, at the time the each Form S-4 is declared filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in and (ii) each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 Information Statement/Prospectus to be sent to the 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 notwill, on at the date the Joint Proxy Statement/Prospectus it is first mailed to IXnet's stockholders or IPC's stockholders, as the stockholders of the Company or the shareholders of Parent or case may be, at the time of the Company Stockholders IXnet Stockholder Meeting or the IPC Stockholder Meeting, or at as the time of the Parent 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of . The Forms S-4 and the Company specifically for inclusion in the Joint Proxy Information Statement/Prospectus. The Joint Proxy Statement/Prospectus Prospectuses will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by IXnet with respect to 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 Forms S-4 and the Information Statement/Prospectuses.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in (a) the Form S-4 shall not Offer Documents, the 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 SEC, at any time it is declared effective by amended or supplemented or at the SEC time 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 in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except thator (b) the Proxy Statement will, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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 at the date the Joint Proxy Statement/Prospectus it is first mailed to the Company’s stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or 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 time of date it is first mailed to the Parent Stockholders MeetingCompany’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 or the Information Statement, as the case may be, will comply in all material respects with the Securities Laws, except that, in each case, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made or incorporated by reference therein based on information derived from Parent’s public SEC filings or supplied by Parent or on behalf of the Company specifically Merger Sub for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Actor incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Form S-4 shall not Schedule 14D-9 (and any amendment or supplement thereto) will, when filed with the SEC, when distributed or disseminated to the to the stockholders of the Company, and at the time the Form S-4 is declared effective by the SEC Expiration Date, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleading, misleading (except that, in each case, that no representation or warranty is made by Parent or Merger Sub with respect to such portions of the Schedule 14D-9 that relate expressly to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4or incorporation by reference therein). The information supplied Offer Documents (and any amendment or to be supplied by Parent supplement thereto), will not, when filed with the SEC, at the time of distribution or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent dissemination thereof to the stockholders of the Company in connection with the Company Stockholders Meeting Company, and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingExpiration 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, misleading (except that, in each case, that make no representation or warranty is made by Parent or Merger Sub with respect to such portions of the Offer Documents that relate expressly to the Company or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectusor incorporation by reference therein). The Joint Proxy Statement/Prospectus Offer Documents will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and any other applicable federal securities Laws.

Information Supplied. (a) The information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation in the Form S-4 shall and, if applicable, the Post-Effective Amendment, (i) complies and will comply in all material respects with the applicable requirements of the Securities Act and (ii) does not at the time the Form S-4 is declared effective by the SEC and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that. The Schedule TO complies and will comply in all material respects with the applicable requirements of the Exchange Act and does not and will not 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 each caselight of the circumstances under which they were made, no representation or warranty is made not misleading. The information regarding Parent and Merger Sub to be provided by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in Schedule 14D-9 and the Joint Proxy Statement/Prospectus to be sent to the 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 Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meetingsuch information is so provided, contain any untrue 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. (b) Notwithstanding the foregoing provisions of this Section 5.11, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein or incorporated by reference in the Form S-4 or the Schedule TO based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Actor incorporation by reference therein.

Information Supplied. (a) The information supplied or Offer Documents and any other documents to be supplied filed by Parent Buyer or Merger Sub for inclusion or incorporation in the Form S-4 shall not at the time the Form S-4 is declared effective by 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 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 based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting Offer or the Merger and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall other transactions contemplated hereby will not, on the date the Joint Proxy Statement/Prospectus is first mailed of its filing or, with respect to the stockholders Offer Documents, on the date they were filed with the SEC and first published, sent or given to shareholders of the Company or Company, as the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on . (b) Neither the information supplied or to be supplied in writing by or on behalf of Buyer or Sub for inclusion, nor the information incorporated by reference from documents filed by Buyer or any of its Subsidiaries with the SEC, in the Schedule 14D-9, any Proxy Statement or any other documents to be filed by Buyer, Sub or the Company specifically for inclusion with the SEC in connection with the Offer or the Merger and the other transactions contemplated hereby will on the date of its filing or, with respect to the Schedule 14D-9, on the date it was filed with the SEC and first published, sent or given to shareholders of the Company, or, in the Joint case of the Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as , at the date it is mailed to form in all material respects with the requirements shareholders of the Exchange ActCompany and at the time of the meeting of shareholders of the Company held to vote upon the 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 are made, not misleading.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 shall not 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 is declared effective by under the SEC 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 thereintherein not misleading or (ii) the Proxy Statement will, 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 based on information supplied by or on behalf of the 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 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 at the date the Joint Proxy Statement/Prospectus it is first mailed to the Company’s stockholders of the Company or the shareholders of Parent or at the time of the 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 are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that, in each case, that no representation or warranty 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 on behalf incorporation by reference therein. The portions of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Statement supplied by Parent will comply as to form in all material respects with the requirements of the Exchange ActAct 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.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation in the Form S-4 shall not at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically WMLP Parties for inclusion or incorporation by reference in TMLP’s registration statement on Form S-4 (as amended or supplemented from time to time, the Form S-4. The information supplied or “Registration Statement”) will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and the consent statement relating to the -35- US-DOCS\87676517.23 Requisite WMLP Vote to be supplied by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent to the stockholders of the Company held in connection with the Company Stockholders Meeting and to Merger (which such consent statement forms part of the shareholders of Parent in connection with Registration Statement (the Parent Stockholders Meeting shall “Consent Statement/Prospectus”)) will not, on at the date the Joint Proxy Consent Statement/Prospectus is first mailed to the stockholders unitholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information . The portions of the Registration Statement supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus WMLP Parties will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. No representation or warranty is made by the WMLP Parties with respect to information or statements made or incorporated by reference in the Registration Statement based on information regarding only the TMLP Parties or their Affiliates supplied by or on behalf of the TMLP Parties or their Affiliates for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied or -------------------- to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 shall not at Offer Documents, (ii) the time Schedule 14D-9, (iii) if applicable, the Form S-4 is declared effective proxy statement relating to the adoption of this agreement by the SEC contain any untrue statement of a material fact Company's stockholders (the "Proxy Statement") or omit to state any material fact required (iv) the information to be stated therein or necessary in order to make filed by 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 based on information supplied by or on behalf of the 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 of the --------------- Company in connection with the Company Stockholders Meeting 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 shareholders holders, or, in the case of Parent in connection with the Parent Stockholders Meeting shall notProxy Statement, on at the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company's stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time meeting of the Parent Stockholders MeetingCompany'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, except that, in each case, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Merger Sub in writing specifically for inclusion in the Joint Proxy Statement/Prospectusor incorporation by reference therein. The Joint Schedule 14D-9, the Proxy Statement/Prospectus Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to 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 or as set forth in any of Parent's SEC Filings.

Information Supplied. (a) The information supplied or Schedule 14D-9 and the Proxy Statement to be supplied filed by Parent or Merger Sub for inclusion or incorporation the Company pursuant to this Agreement will comply in all material respects with the Form S-4 shall not applicable requirements of the Exchange Act and will not, at the time the Form S-4 Schedule 14D-9 or the definitive Proxy Statement is declared effective by filed with the SEC SEC, as the case may be, and mailed to the Company Stockholders, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements 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 . The information regarding the Company to be provided to Parent or and Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 Post-Effective Amendment and the 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 Schedule TO will not, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meetingsuch information is provided, contain any untrue 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. (b) Notwithstanding the foregoing provisions of this Section 4.19, no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made therein or incorporated by reference in the Schedule 14D-9, the Proxy Statement, the Form S-4, the Post-Effective Amendment or the Schedule TO based on information supplied by or on behalf of the Company specifically Parent for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Actor incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or on behalf of Parent, Merger Sub or Merger Sub LLC or any of their respective Subsidiaries expressly for inclusion or incorporation by reference in (a) the Form S-4 shall not Registration Statement, at the time the Form S-4 such document is declared effective by filed with the SEC contain and at the time such document becomes effective 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, in light of the circumstances under which they were are made, not misleadingmisleading or (b) the Proxy Statement will, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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 at the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, that no representation or warranty is made by Parent Parent, Merger Sub or Merger Sub LLC with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Joint Registration Statement or the Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will Registration Statement will, at the time such document is filed with the SEC and at the time such document becomes effective, comply as to form in all material respects with the requirements provisions of the Exchange ActSecurities Act and the rules and regulations promulgated by the SEC thereunder.

Information Supplied. The information supplied or to be supplied by Parent or Merger Sub Company in writing expressly for inclusion or incorporation in the registration statement on Form S-4 to be filed by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Form S-4") shall not not, at the time the Form S-4 is declared effective by the SEC 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, except that, in each case, that no representation or warranty is made by Parent or Merger Sub Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically any Parent Entity in writing expressly for inclusion in the Form S-4therein. The information supplied or to be supplied by Parent or Merger Sub Company in writing expressly for inclusion in the Joint joint proxy statement/prospectus (the "Proxy Statement/Prospectus to be sent Prospectus") relating to the stockholders of Company Stockholder Meeting included in the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall Form S-4 will not, on at the date time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or Company, and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, that no representation or warranty is made by Parent or Merger Sub Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically Parent in writing expressly for inclusion in the Joint Proxy Statement/Prospectustherein. The Joint Form S-4 and the Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Company in writing expressly for inclusion therein but excluding any portion thereof based on information supplied by Parent in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Company) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation in the Form S-4 shall not at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically Parent Parties for inclusion or incorporation by reference in the Form S-4. The information supplied S-4 or to be supplied by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent to will (a) in the stockholders case of the Company in connection Form S-4, at the time such document is filed with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notSEC, on the date the Joint Proxy Statement/Prospectus at any time such document is first mailed to the stockholders of the Company amended or the shareholders of Parent supplemented or at the time of it is declared effective under the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingSecurities 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, in light of the circumstances under which they were are made, not misleading, except that, or (b) in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf the case of the Company specifically for inclusion in the Joint 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 Joint At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (with respect to Parent, its directors and officers and the Parent Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange ActSecurities Laws. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of Parent or Parent OP.

Information Supplied. The (i) None of (A) the Offer Documents or (B) the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Form S-4 shall not at Proxy Statement, if any, the time the Form S-4 is declared effective by Schedule 14D-9 and any other documents to be 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 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 based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting and transactions contemplated hereby, including any amendment or supplement to such documents, will, at the respective times such documents are filed, and, with respect to the shareholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is , if any, and the Offer Documents, when first mailed published, sent or given to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make made the statements made therein, in the light of the circumstances under which they were are made, not misleading, except thatmisleading or, in each casethe case of the Proxy Statement, if any, or any amendment thereof or supplement thereto, at the time of the Company Stockholders Meeting, if any, and 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 made 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 Offer or the solicitation of proxies for the Company Stockholders Meeting, if any, which shall have become misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(d), no representation or warranty is made by Parent or Merger Sub with respect to statements made therein or incorporated by reference in the Offer Documents based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Actor incorporation by reference therein.

Information Supplied. The None of the information supplied or required to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 shall not Registration Statement will, at the time the Form S-4 Registration Statement is declared filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement relating to the Company Stockholders Meeting, at the date the Proxy Statement is first mailed to the Company's stockholders and at the time of the 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 , as it relates to be sent to the 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference contained in or omitted from any of the foregoing documents based on information supplied or required to be supplied by EarthLink for inclusion or incorporation by reference therein

Information Supplied. (i) Each of the Offer Documents and any amendments or supplements thereto, when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (ii) The information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation in the Form S-4 shall not Offer Documents at the time such Offer Documents are filed with the Form S-4 is declared effective by SEC, at the SEC time of any distribution or dissemination thereof and at the time of the consummation of the Offer will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that, . The representations and warranties contained in each case, no representation this Section 4.02(d)(ii) do not apply to statements or warranty is made by omissions included in the Offer Documents based upon information provided to Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in use therein. (iii) None of the Form S-4. The information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion in the Joint Company Disclosure Documents and the Proxy Statement/Prospectus to be sent to the 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 notStatement will, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meetingfiling, thereof, at the time of any distribution or dissemination thereof, at the time of the Parent Stockholders Meetingconsummation of the Offer and at the time such stockholders vote, if necessary, on 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, except that, in each case, no representation . The information supplied or warranty is made by Parent or Merger Sub with respect to statements made therein based on information be supplied by or on behalf of the Company Parent or Sub specifically for inclusion in filings (other than the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus ) with the SEC or any Governmental Entity with regulatory jurisdiction over enforcement of any applicable antitrust laws will comply as to form be true and correct in all material respects with the requirements of the Exchange Actrespects.

Information Supplied. The None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub any other Parent Party for inclusion or incorporation by reference in the Form S-4 shall not to be filed with the SEC by Parent will, at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 of the Company in connection filed with the Company Stockholders Meeting SEC, and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus at any time it is first mailed to the stockholders of the Company amended or the shareholders of Parent supplemented or at the time of it (or any post-effective amendment or supplement) becomes effective under the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingSecurities 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. None of the information supplied or to be supplied by or on behalf of Parent or any other Parent Party for inclusion or incorporation by reference in the Proxy Statement/Information Statement/Prospectus to be filed with the SEC and sent to the Company Stockholders and Parent Stockholders in connection with the Mergers, the Parent Stock Issuance, and the other transactions contemplated by this Agreement will, at the date it is first mailed to the Company Stockholders or Parent Stockholders, or at the time of the Company 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 necessary in order to make the statements made 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Joint . The Proxy Statement/Prospectus. The Joint Proxy Information Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of Parent or the other Parent Parties.

Information Supplied. The None of the information supplied or to be supplied by Parent Pubco or Merger Sub expressly for inclusion or incorporation by 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 Form S-4 shall not at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub SEC) with respect to statements made therein based on information supplied by the Transactions or on behalf 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 Company specifically for inclusion Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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, except that, in each case, no representation . None of the information supplied or warranty is made 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 statements made therein based on any information supplied by or on behalf of Purchaser, the Company specifically Target Companies, or any of their respective Affiliates. All documents that Pubco is responsible for inclusion filing with the SEC in connection with the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. The (i) None of the information supplied or to be supplied by Parent or Merger Sub UroCor for inclusion or incorporation by reference in (A) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in and (B) the Joint Proxy Statement/Prospectus to be sent to the 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 notwill, on the date the Joint Proxy Statement/Prospectus it is first mailed to the UroCor stockholders of the Company or the shareholders of Parent Dianon stockholders or at the time of the Company UroCor Stockholders Meeting, Meeting or at the time of the Parent Dianon 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion . The UroCor Proxy Statement included in the Joint Proxy Statement/Prospectus. The Form S-4 and in the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by UroCor with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Dianon or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub the Company in writing specifically for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 shall not of Parent (together with any amendments or supplements thereto, the “Form S-4”) to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger will, at the time the Form S-4 is declared effective by filed with the SEC and 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 in order to make the statements made 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in ; and (ii) the Joint Proxy Statement/Prospectus to be sent to the 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 notwill, on at the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or and at the time of the 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except that, in each case, the Company makes no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on any information supplied provided by or on behalf of the Company required to be provided by Parent, Merger Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for inclusion use in the Form S-4 or the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub Black & Xxxxxx for inclusion or incorporation by reference in (i) the Form S-4 shall not 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 is declared effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (ii) the Joint Proxy Statement/Prospectus to be sent to the 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 notStatement will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the each of Xxxxxxx’x shareholders and Black & Xxxxxx’x stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time each of the Parent Xxxxxxx Shareholders Meeting and the Black & Xxxxxx 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation is made by Black & Xxxxxx with respect to statements made or incorporated by reference therein based on information supplied by Xxxxxxx or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation in the Form S-4 shall not Registration Statement will, in the case of the definitive proxy statement/prospectus included therein (and any amendment or supplement thereto), at the date of mailing of such definitive proxy statement/prospectus (and any amendment or supplement thereto) and at the time of Industrea Stockholder Meeting, and, in the case of the Registration Statement, at the time the Form S-4 Registration 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 thereinSEC, 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 based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or Industrea Stockholder Meeting and at the time of the Parent Stockholders MeetingConcrete 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. None of the information supplied by the Company expressly for inclusion in any of the filings made by Industrea with the SEC will, except thatat 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, in each caselight of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation representation, warranty or warranty is made by Parent or Merger Sub covenant whatsoever with respect to statements made therein based on any information supplied by or on behalf of the Company specifically for inclusion Industrea Parties which is contained in the Joint Proxy Registration Statement, the proxy statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects prospectus included therein, or any filings made by Industrea with the requirements of the Exchange ActSEC.

Information Supplied. The (i) None of the information supplied or to be supplied by Parent the Company or Merger Sub its subsidiaries for inclusion or incorporation by reference in the Form S-4 shall not Offer Documents, the Schedule 14D-9 or the Information Statement referred to in Section 5.9 will, at the time they are filed with the Form S-4 is declared effective by SEC, at any time they are amended or supplemented, at the SEC time of any distribution or dissemination thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of ; and (ii) the 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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall Statement will not, on at the date the Joint Proxy Statement/Prospectus Statement is first mailed to the stockholders of the Company or the shareholders of Parent or Company's stockholders, at the time of the Company Stockholders Meeting, or Meeting and at the time Effective Time of the Parent Stockholders MeetingMerger, and each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents") 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect as it relates to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in Stockholders Meeting, and the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Company Disclosure Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation or warranty contained in this Section 3.1(f)(ii) is made by the Company with respect to statements made or incorporated by reference in the Company Disclosure Documents based on information supplied by Parent or Sub for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in (i) the Form S-4 shall not at Offer Documents, (ii) the time Schedule 14D-9, (iii) the Form S-4 is declared effective proxy statement relating to the adoption of this agreement by the SEC contain any untrue statement of a material fact Company's stockholders (the "Proxy Statement") or omit to state any material fact required (iv) the information 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 filed by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting 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 shareholders holders, or, in the case of Parent in connection with the Parent Stockholders Meeting shall notProxy Statement, on at the date the Joint Proxy Statement/Prospectus Statement is first mailed to the Company's stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time meeting of the Parent Stockholders MeetingCompany'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, except that, in each case, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Merger Sub in writing specifically for inclusion in the Joint Proxy Statement/Prospectusor incorporation by reference therein. The Joint Schedule 14D-9, the Proxy Statement/Prospectus Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to 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 or as set forth in any of Guarantor's (as defined in Section 9.1) SEC publicly available filings with the SEC.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub 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 pursuant to which shares of Parent Common Stock issuable in the Form S-4 shall not at the time the Form S-4 is declared effective by Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) 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, in light of the circumstances under which they were are made, not misleading, except that, in each case, no representation misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (b) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting and to the shareholders stockholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of 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 Registration Statement, except thateach to the extent it relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion therein, will comply as to form in each caseall material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided, however, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made therein based on information supplied by Parent or on behalf of the Company Merger Sub specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Actor incorporation by reference therein.

Information Supplied. The (a) None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in (A) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of and (B) the 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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notwill, on the date the Joint Proxy Statement/Prospectus it is first mailed to the Company stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or stockholders meeting at which the time of stockholders will vote to on the Parent Stockholders Meetingmatters as set forth in the Proxy Statement/Prospectus, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder. (b) Notwithstanding the foregoing provisions of this Section 3.5(b), no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus based on information supplied by (i) the Purchaser or (ii) Aplitec (as defined herein) in connection with the Aplitec Acquisition (as defined herein).

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation in the Registration Statement on Form S-4 shall not (the "S-4") to be filed by New Parent relating to the New Parent Shares comprising the Company Scheme Consideration and the Parent Scheme Consideration will, at the time the Form S-4 is declared effective by 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, in light of the circumstances under which they such statements were made, not 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 that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion Parent in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub writing for inclusion in the Joint Proxy Statement/Prospectus to be sent to the 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 Statement (as defined herein), will not, on as of the date the Joint Proxy Statement/Prospectus Statement is first mailed to such shareholders and on the stockholders date of the Company or the shareholders of Parent or at the time meetings of the Company Stockholders MeetingCompany's shareholders or Parent's shareholders, or at as the time case may be, and the date of the Parent 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect . The information and documents referred to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the previous two sentences are herein referred to as the "Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus ." All documents that the Company is responsible for filing with any Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the requirements provisions of the Exchange Actany applicable law.

Information Supplied. The None of the information supplied (or to be supplied supplied) in writing by Parent or Merger Sub on behalf of RRMS specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 shall not to be filed with the SEC by Parent with respect to the issuance of shares of Parent Common Stock in connection with the Merger (as amended or supplemented from time to time, the “Registration Statement”) will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is declared effective by 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 made therein, in light of the circumstances under which they were are made, not misleading, except that, in each case, no representation or warranty is made and (b) the proxy statement filed by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent SEC in connection with the Parent Stockholders Meeting shall notStock Issuance Approval (the “Parent Proxy Statement”) will, on the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders MeetingParent, or and at the time of the Parent Stockholders 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. Notwithstanding the foregoing, except that, in each case, RRMS makes no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically Parent or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements any of the Exchange Actforegoing documents.

Information Supplied. The None of the information supplied provided (or to be supplied provided) in writing by Parent or Merger Sub on behalf of the Company or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Form S-4 shall not Registration Statement will, at the time the Form S-4 is declared Registration Statement becomes effective by under the SEC 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, in light of therein not misleading or (b) 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 based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notwill, on the date the Joint Proxy Statement/Prospectus it is first mailed or made available to the stockholders of the Company or the Company’s shareholders of Parent or and Parent’s shareholders and at the time of the Company Stockholders Meeting, or at the time of Shareholders’ Meeting and the Parent Stockholders 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub . The Proxy Statement/Prospectus and the Registration Statement (solely with respect to statements made therein the portion thereof based on information supplied by or on behalf of the Company specifically or its Subsidiaries for inclusion in or incorporation by reference therein, but excluding any portion thereof based on information supplied by Parent for inclusion or incorporation by reference therein, with respect to which no representation is made by the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus 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. 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 Registration Statement or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company for inclusion or incorporation by reference therein.

Information Supplied. The Each of the Company and Parent agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by Parent it or Merger Sub its subsidiaries for inclusion or incorporation by reference in (i) the Form S-4 shall not Offer Documents, the Schedule 14D-1 and the Schedule 14D-9 will, at the time of filing thereof and at the Form S-4 is declared effective by the SEC time of distribution 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based (ii) the Registration Statement on information supplied by or on behalf of the 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 of the Company in connection S-4 filed with the Company Stockholders Meeting and to the shareholders of SEC by Parent in connection with the issuance of shares of Parent Stockholders Meeting shall notPreferred Stock in the Merger (including the information statement or proxy statement (as applicable) and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, on at the time the 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, in light of the circumstances under which they were made, not misleading and (iii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date the Joint Proxy Statement/Prospectus is first mailed of mailing to the stockholders of the Company or the shareholders and of Parent or and at the time times of the meetings of stockholders of the Company Stockholders Meeting, or at and of Parent to be held in connection with the time of the Parent Stockholders MeetingMerger, contain any untrue 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub Company for inclusion or incorporation by reference in (i) the Form S-4 shall not Schedule 14D-9 will, at the time the Form S-4 Schedule 14D-9 is declared effective by filed with the SEC SEC, and at any time it is 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 in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except that(ii) the Proxy Statement will, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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 at the date the Joint Proxy Statement/Prospectus it is first mailed to the Company's stockholders of the Company or the shareholders of Parent or and at the time of the 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 the light of the circumstances under which they are made, not misleading, or (iii) the Offer Documents will, at the time the Offer Documents or any amendments or supplements thereto are first published, sent to Company's stockholders, or at the time the Offer is consummated, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Schedule 14D-9 and the Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations promulgated thereunder, except that no representation is made by Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Newco specifically for inclusion therein. For purposes of this Agreement, the parties agree that statements made and information in the Schedule 14D-9 and the Proxy Statement relating to the federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by Company and not by Parent or Newco.

Information Supplied. The information supplied or to be supplied by Parent or Merger Sub Entities in writing expressly for inclusion or incorporation in the Form S-4 shall not not, at the time the Form S-4 is declared effective by the SEC 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, except that, in each case, that no representation or warranty is made by Parent or Merger Sub Entities with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically in writing expressly for inclusion in the Form S-4therein. The information supplied or to be supplied by Parent or Merger Sub Entities in writing expressly for inclusion in the Joint Proxy Statement/Prospectus to be sent to the 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 at the date time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or Company, and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, that no representation or warranty is made by Parent or Merger Sub Entities with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically in writing expressly for inclusion in the Joint Proxy Statement/Prospectustherein. The Joint Form S-4 and the Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by a Parent Entity in writing expressly for inclusion therein, but excluding any portion thereof based on information supplied by Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by either Parent Entity) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act.

Information Supplied. The (i) None of the information supplied or to be supplied by Parent or Merger Sub Time Warner for inclusion or incorporation by reference in (A) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in and (B) the Joint Proxy Statement/Prospectus to be sent to the 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 notwill, on the date the Joint Proxy Statement/Prospectus it is first mailed to the Time Warner stockholders of the Company or the shareholders of Parent America Online stockholders or at the time of the Company Time Warner Stockholders Meeting, Meeting or at the time of the Parent America Online 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 4.2(e), no representation or warranty is made by Time Warner with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by America Online for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub HealthWatch specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by HealthWatch in connection with the issuance of HealthWatch Common Stock in the Merger (the "Form S-4 shall not S-4") will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (ii) the Joint Proxy Statement/Prospectus to be sent to the 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 notStatement included therein will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the HealthWatch's stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders HealthWatch 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in . The Form S-4 and the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Statement included therein will comply as to form in all material respects with the requirements of the Securities Act and the Exchange ActAct and the rules and regulations thereunder, except that no representation or warranty is made by HealthWatch with respect to statements made or incorporated by reference therein based on information supplied by Halis specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation in the Form S-4 shall not at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically Parties for inclusion or incorporation by reference in the Form S-4. The information supplied S-4 or to be supplied by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent to will (a) in the stockholders case of the Company in connection Form S-4, at the time such document is filed with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notSEC, on the date the Joint Proxy Statement/Prospectus at any time such document is first mailed to the stockholders of the Company amended or the shareholders of Parent supplemented or at the time of it is declared effective under the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingSecurities 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, in light of the circumstances under which they were are made, not misleading, except that, or (b) in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf the case of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is first mailed to the Company’s shareholders or at the time of the Company Shareholders Meeting, or at the time that the Form S-4 is declared effective or at the Company Merger Effective Time or the Topco 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 Joint At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, New Liberty Holdco, their officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange ActSecurities Laws. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company, New Liberty Holdco or the Partnership.

Information Supplied. The Company (at the direction of the Special Committee) shall prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement, a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company (at the direction of the Special Committee) shall cooperate with Dimensional and Merger Sub in the preparation and filing by Dimensional and Merger Sub with the SEC, as promptly as reasonably practicable after the date of this Agreement, a Schedule 13E-3 under Rule 13e-3 under the Exchange Act (such Schedule 13-E-3, including any amendment or supplement thereto, the “Schedule 13E-3”). The Proxy Statement shall include the notice of meeting in the form required by Delaware law (including, without limitation, the notice of availability of dissenters’ rights). Each of the Company, Dimensional and Merger Sub agrees, as to itself and its Subsidiaries, to use its commercially reasonable efforts to ensure that the Proxy Statement and Schedule 13E-3 as filed by it will comply in all material respects with the applicable provisions of the Exchange Act. Dimensional agrees that none of the information supplied by it or to be supplied by Parent or Merger Sub any of its Subsidiaries for inclusion or incorporation by reference in the Form S-4 shall not at Proxy Statement or Schedule 13E-3, and the time Company agrees that none of the Form S-4 is declared effective information supplied by it for inclusion or incorporation by reference in the SEC Proxy Statement or Schedule 13E-3, will contain any untrue 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 based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. The information supplied or relating to the Company and the Company Subsidiaries to be supplied contained in, or incorporated by Parent or Merger Sub for inclusion or incorporation in reference in, (a) the Form S-4 shall not to be filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in connection with the Merger (as amended or supplemented from time to time (the “Form S-4”)) will not, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC Securities Act, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they were made, not misleading, except that, in each case, no representation misleading and (b) the Information Statement (or warranty is made by Parent any amendment or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall supplement thereto) will not, on the date the Joint Proxy Statement/Prospectus Information Statement is first mailed to the stockholders of the Company or the shareholders of Parent Stockholders or at the time of the Company Stockholders Meeting, Information Statement (or at any amendment or supplement thereto) is filed with the time of the Parent Stockholders MeetingSEC, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they were made, not misleading, except that, . The Information Statement will comply in each caseall material respects as to form with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.21, no representation or warranty is made by Parent or Merger Sub the Company with respect to information or statements made therein or incorporated by reference in the Form S-4 or the Information Statement based on upon information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActParent or Merger Sub.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub Powertel specifically for inclusion or incorporation by reference in (i) the Registration Statement or (ii) the joint proxy statement (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Stockholder Meetings will, in the Form S-4 shall not case of the Registration Statement, at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meetingit becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that, or in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf the case of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus, 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 Registration Statement will comply (with respect to Powertel) as to form in all material respects with the requirements of the Securities Act, and the Joint Proxy Statement/Prospectus Statement will comply (with respect to Powertel) as to form in all material respects with the requirements of the Exchange Act. Powertel makes no representation or warranty with respect to any information supplied by VoiceStream or any other Person who is not an Affiliate of Powertel that is contained in the Registration Statement or the Joint Proxy Statement.

Information Supplied. The None of the information supplied relating to Terra REIT or to be supplied any Terra REIT Subsidiary contained or incorporated by Parent reference in the Proxy Statement or Merger Sub the Form S-4 or that is provided by Terra REIT or any Terra REIT Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the Form S-4 shall not case of the Proxy Statement, at the time of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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, except that, or (b) in each case, no representation the case of the Form S-4 or warranty is made by Parent or Merger Sub 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 made therein based on therein, in light of the circumstances under which they are made, not misleading. 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 Terra REIT Subsidiaries (or other information supplied by or on behalf of the Company specifically Terra REIT or any Terra REIT Subsidiaries for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus therein) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by the Terra BDC.

Information Supplied. The (i) None of the information supplied or to be supplied by Parent or Merger Sub Qwest for inclusion or incorporation by reference in (A) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in and (B) the Joint Proxy Statement/Prospectus to be sent to the 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 notwill, on the date the Joint Proxy Statement/Prospectus it is first mailed to the LCI stockholders of the Company or the shareholders of Parent Qwest stockholders or at the time of the Company LCI Stockholders Meeting, Meeting or at the time of the Parent Qwest 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by Qwest with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by LCI for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub on behalf of Northwest for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Delta in connection with the issuance of Delta Common Stock in the Merger (including any amendments or supplements, the “Form S-4 shall not S-4”) will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (ii) the Joint Proxy Statement/Prospectus to be sent to the 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 notStatement will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the Northwest’s stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Statement (other than the portion thereof relating solely to the Delta Stockholders’ Meeting) and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by Northwest with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of Northwest.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation in the Form S-4 shall not at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically Parent Parties for inclusion or incorporation by reference in the Form S-4. The information supplied S-4 or to be supplied by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent to will (a) in the stockholders case of the Company in connection Form S-4, at the time such document is filed with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notSEC, on the date the Joint Proxy Statement/Prospectus at any time such document is first mailed to the stockholders of the Company amended or the shareholders of Parent supplemented or at the time of it is declared effective under the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingSecurities 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, in light of the circumstances under which they were are made, not misleading, except that, or (b) in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf the case of the Company specifically for inclusion in the Joint 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 Joint At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (with respect to Parent, its directors and officers and the Parent Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange ActSecurities Laws. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of Parent or any Parent Subsidiary.

Information Supplied. The None of the information relating to PMIN which is supplied or to be supplied by Parent or Merger Sub PMIN expressly for inclusion or incorporation by reference in the Form S-4 shall not filings with the SEC will, at the time the Form S-4 is declared effective by the SEC contain any untrue statement date 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 based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meetingfiling, contain any untrue 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 misleadingmisleading (subject to the qualifications and limitations set forth in the materials provided by PMIN and/or any PMIN Subsidiary or that is included in the SEC filings). None of the information supplied or to be supplied by PMIN in writing expressly for inclusion or incorporation by reference in any of the Ancillary Public Disclosures will, except thatat 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, in each caselight of the circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by PMIN or that is included in Ancillary Public Disclosures). Notwithstanding the foregoing, PMIN makes no representation representation, warranty or warranty is made by Parent or Merger Sub covenant with respect to statements made therein based on any information supplied by or on behalf of the Company specifically for inclusion in any such filings with the Joint Proxy Statement/ProspectusSEC or Ancillary Public Disclosures. The Joint Proxy Statement/Prospectus will comply as PMIN has delivered or provided access to form in the Company all material respects information, documents and instruments necessary in order for the Company to conduct its due diligence with respect to the requirements of the Exchange Actrepresentations and warranties in this Article III.

Information Supplied. The None of the information supplied or to be supplied provided in writing by Parent or Merger Sub 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 ETP in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4 shall not S-4”) will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of therein not misleading or (b) 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 proxy statement/prospectus relating to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in Stockholders’ Meeting (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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notProspectus”) will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the Company’s stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub . The Proxy Statement/Prospectus and the Form S-4 (solely with respect to statements made therein the portion thereof relating to the Stockholders’ Meeting but excluding any portion thereof based on information supplied by ETP or on behalf of Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus 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. 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/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. The None of the information supplied or to be supplied by Parent or on behalf of Aytu or Merger Sub for inclusion or incorporation by reference in the Form S-4 shall not will, at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 of the Company in connection filed with the Company Stockholders Meeting SEC, and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus at any time it is first mailed to the stockholders of the Company amended or the shareholders of Parent supplemented or at the time of it becomes effective under the Company Stockholders Meeting, or at the time of the Parent Stockholders MeetingSecurities 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. None of the information supplied or to be supplied by or on behalf of Aytu or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement will, at the date it is first mailed to the Target's and Aytu's stockholders or at the time of the Target 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 necessary in order to make the statements made 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by Aytu or Merger Sub with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of Aytu or Merger Sub.

Information Supplied. The None of the information supplied or to be supplied provided by Parent or Merger Sub its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 shall not will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except thator (b) the Proxy Statement will, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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 at the date the Joint Proxy Statement/Prospectus it is first mailed to the Company’s stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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 (other than the portion thereof relating solely to the Company Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, except that, in each case, with respect to which no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf any of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4 or Proxy Statement which were not supplied by or on behalf of Parent.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation in the Form S-4 shall not at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company in writing specifically for inclusion in in, and none of the Form S-4. The information supplied or specifically to be supplied incorporated by Parent or Merger Sub for inclusion in reference in, (a) the Joint Proxy Statement/Prospectus Offer Documents, (b) the Schedule 14D-9, (c) the information statement to be sent to the stockholders of filed by the Company in connection with the Company Stockholders Meeting and Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), if any, or (d) any proxy statement (the "Proxy Statement") relating to the shareholders "Stockholders Meeting" (as defined in Section 6.1(a)), will, in the case of Parent in connection the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times that the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the Parent Stockholders Meeting shall notSEC or first published, on sent or given to the date Company's stockholders, or, in the Joint case of the Proxy Statement/Prospectus , at the time the Proxy Statement is first mailed to the Company's stockholders of the Company or the shareholders of Parent or at the time of the 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 are 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Schedule 14D- 9, the Information Statement and the Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 shall not S-4, the Offer Documents, the Schedule 14D-9 or the Information Statement, will, at the time the Form S-4 such document is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 based on information supplied by or on behalf of the 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 of the Company in connection filed with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notSEC, on the date the Joint Proxy Statement/Prospectus at any time it is first mailed to the stockholders of the Company amended or the shareholders of Parent supplemented or at the time it is first published, sent or given to the Company’s stockholders, and in the case of the Company Stockholders MeetingS-4, or at the time of it becomes effective under the Parent Stockholders MeetingSecurities 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, in the light of the circumstances under which they were made, not misleading, except thator (ii) the Company Proxy Statement will, in each case, no representation or warranty at the date it is made by Parent or Merger Sub with respect first mailed to statements made therein based on information supplied by or on behalf the Company Stockholders and at the time of the Company specifically for inclusion Stockholders 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 Joint light of the circumstances under which they are made, not misleading. The S-4, the Offer Documents, and the Company Proxy Statement/Prospectus. The Joint , at the date such Company Proxy Statement/Prospectus Statement is first mailed to stockholders and at the time of the Company Stockholders Meeting, as applicable, , will comply as to form in all material respects with the requirements of the Exchange ActSecurities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Offer Documents and the Company Proxy Statement.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub on behalf of Fisher for inclusion or incorporation by reference in (i) the registraxxxx xtatement on Form S-4 to be filed with the SEC by Thermo Electron in connection with the issuance of Thermo Electron Common Stock in the Merger (including any amendments or supplements, the "Form S-4 shall not S-4") will, at the time the Form S-4 is declared becomes effective by under the SEC 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 (ii) the Joint Proxy Statement will, at the date it is first mailed to Fisher's stockholders or at the time of the Fisher Stockholders' Meetixx, xxxxain any untrue statement of a materixx xxxt 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, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by Fisher with respect to information or statements made or incorporated xx xxxerence in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of Fisher.

Information Supplied. The None of the information supplied relating to the Company, Company LP or to be the Company Subsidiaries contained in the Proxy Statement or supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in the Form S-4 shall not Proxy Statement or any other document to be filed with the SEC or any other Governmental Authority in connection with the transactions contemplated by this Agreement ( “Other Filings”) will (a) in the case of the Proxy Statement, at the time of the mailing thereof or at the time the Form S-4 Company Shareholder Meeting 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent held or at the time of the Company Stockholders Meeting, any amendment or at the time of the Parent Stockholders Meetingsupplement 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 are made, not misleading, except thator (b) with respect to the Other Filings, at the time of the filing thereof 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 each caselight of the circumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with this Agreement, the Mergers or the other transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made by Parent or Merger Sub hereunder with respect to statements made therein based on information supplied or incorporated by or on behalf of the Company specifically for inclusion reference in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects Statement by, or with the requirements of the Exchange Actrespect to, Parent.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, at the time such documents are first published, sent or given to holders of Shares, and any time they are amended or supplemented, (ii) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4 shall not S-4"), at the time the Form S-4 is declared effective by filed with the SEC or at the time it becomes effective under the Securities Act, or (iii) the Joint Proxy Statement, at the date it is first mailed to the Company's shareholders or at the time of the Company Shareholders Meeting will contain any untrue 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, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, including Rule 13e-3 (if applicable, nothing herein being deemed to be an admission that Rule 13e-3 is so applicable), except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the Joint Proxy Statement or contained in any Parent Filed SEC Documents incorporated by reference in the Offer Documents, the Form S-4 or the Joint Proxy Statement.

Information Supplied. The (i) None of the information supplied or to be supplied by Parent or Merger Sub Oryx for inclusion or incorporation by reference in (A) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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 and (B) the Joint Proxy Statement/Prospectus will, on the date it is first mailed to Oryx stockholders or Kerr-McGee stockholders or at the time of the Oryx Stockholders Meeting or the Kerr-McGxx Xxxxxxxlders Meeting, contain any untrue statement of a material fact or omix xx xxxxx 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 based on information supplied by or on behalf . The portions of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in S-4 and the Joint Proxy Statement/Prospectus to be sent to the 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by Oryx (whether by inclusion or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus by incorporation by reference therein) will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by Oryx with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Kerr- McGee for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub on behalf of the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (including any amendments or supplements, the “Form S-4 shall not S-4”) will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of therein not misleading or (ii) 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 joint proxy statement/prospectus relating to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in Stockholders’ Meeting and the Form S-4. The information supplied 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 supplied by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus distributed to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting Combination, and any schedules required to be filed with the shareholders of Parent SEC in connection with therewith, the Parent Stockholders Meeting shall not, on the date the “Joint Proxy Statement/Prospectus ”), will, at the date it is first mailed to the Company’s stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. 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. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (A) the registration statement on Form S-4 with respect to issuance of Parent Ordinary Shares in the Merger (the "Form S-4 shall not S-4") will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the Securities Act or (B) 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 proxy materials 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 based on information supplied by or on behalf of shall constitute the 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 (such proxy statement/prospectus, and any amendments thereto, the 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 notProxy Statement/Prospectus") will, on the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the Company's shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of . The Form S-4 and the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by Parent with respect to statements made or incorporated by reference in the Form S-4 or the Company Proxy Statement/Prospectus based on information supplied by the Company for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (ii) the Joint Proxy Statement/Prospectus to be sent to the 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 notStatement will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the Company’s stockholders of the Company or the shareholders of Parent Parent’s stockholders or at the time of the Company Stockholders Meeting, 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 are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that, in each case, that no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectustherein or incorporation by reference therein. The Joint Proxy Statement/Prospectus Statement will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation is made by Parent with respect to 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.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub the Company expressly for inclusion or incorporation by reference: (i) in the Form S-4 shall not at the time the Form S-4 is declared effective by the SEC contain any untrue statement of a material fact report, form, registration or omit to state other filing made with 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 Governmental Authority with respect to statements made therein based on information supplied the transactions contemplated by this Agreement and/or ancillary document contemplated thereto; or on behalf of (ii) any filings with the Company specifically for inclusion in the Form S-4. The information supplied SEC or to be supplied by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent mailings to the Company’s stockholders of the Company in connection with the Company Stockholders Meeting and as it relates to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notSuper 8-K will, on at the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company filing or the shareholders of Parent or at the time of the Company Stockholders Meetingmailing, or at any amendment thereto, as the time of the Parent 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 misleadingmisleading (subject to the qualifications and limitations set forth in the materials provided by the Company and the Shuhai Subsidiaries or that is included in the SEC filings or mailings). None of the information supplied or to be supplied by the Company and the Shuhai Subsidiaries expressly for inclusion or incorporation by reference in any of the Signing Filing, except thatthe 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, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf light of the Company specifically for inclusion circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form materials provided by the Company and the Shuhai Subsidiaries or that is included in all material respects with the requirements of the Exchange ActAncillary Public Disclosures).

Information Supplied. The (i) None of the information supplied or to be supplied by Parent or Merger Sub ShowCase for inclusion or incorporation by reference in (A) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in and (B) the Joint Proxy Statement/Prospectus to be sent to the 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 notwill, on the date the Joint Proxy Statement/Prospectus it is first mailed to the ShowCase shareholders or SPSS stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, ShowCase Shareholders Meeting or at the time of the Parent SPSS 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2 (e), no representation or warranty is made by ShowCase with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by SPSS or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied or with respect to be supplied by Parent or Merger Sub and its Subsidiaries that Parent supplies for inclusion or incorporation by reference in (i) the Form S-4 shall not S 4 will, at the time the Form S-4 is declared effective by 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, in light of the circumstances under which they were are 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (ii) the Joint Proxy Statement/Prospectus to be sent to the 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 notwill, on at the date the Joint Proxy Statement/Prospectus it is first mailed or made available to the stockholders of the Company or the Company’s shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meetingand Parent’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, except that, in each any case, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/ProspectusCompany. The Form S-4 and the Joint Proxy Statement/Prospectus will comply comply, with respect to information regarding Parent and its Subsidiaries, as to form in all material respects with the requirements of the Securities Act, the Exchange ActAct and the rules and regulations of the SEC promulgated thereunder, 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 for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus, as applicable.

Information Supplied. The information supplied or to be -------------------- supplied by Parent NRLP or Merger Sub its Subsidiaries for inclusion or incorporation in (a) the Form S-4 shall not will not, either at the time the Form S-4 is declared effective by 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, in light of therein not misleading or (b) 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 based on information supplied by or on behalf of the 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 of the Company in connection with the Company Stockholders Meeting , including any amendments and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall supplements thereto, will not, on either at the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent unitholders or at the time of the Company Stockholders Meeting, or at meeting of unitholders of NRLP to be held in connection with the time of transactions contemplated by this Agreement and the Parent Stockholders MeetingMerger 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Statement and the Form S-4 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, except that no representation is made by NRLP with respect to information supplied by Newco and ART for inclusion therein.

Information Supplied. The information supplied or to be supplied by Parent or Merger Sub expressly in writing for inclusion or incorporation in the Form S-4 shall not not, at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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, in each case, that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically in writing expressly for inclusion therein. The information supplied or to be supplied by Parent expressly in writing for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy 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 Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Parent for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent) will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder.

Information Supplied. The information supplied or relating to the Company and its subsidiaries in the proxy statement to be supplied by Parent or Merger Sub for inclusion or incorporation in the Form S-4 shall not at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 provided to the Company’s stockholders of the Company in connection with the Company Stockholders Meeting and prospectus relating to the shareholders Parent ADSs (or the Parent Ordinary Shares represented thereby) to be offered pursuant to this Agreement and the Merger (such 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 the issuance of the Parent ADSs (or the Parent Ordinary Shares represented thereby) in the Merger (such registration statement together with the amendments and supplements thereto, the “Form S-4”) and any other documents filed or furnished with or to the SEC pursuant to the Securities Act or the Exchange Act, in each case in connection with the Parent Stockholders Meeting Merger shall not, on the date the Joint Form S-4 is declared effective (and any amendment or supplement thereto), the date the Proxy Statement/Prospectus is first mailed to the Company’s stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, no . No representation or warranty is made by Parent or Merger Sub the Company with respect to statements made therein in the Proxy Statement/Prospectus, the Form S-4 or any other document filed or furnished with or to the SEC or pursuant to the Securities Act or the Exchange Act based on information supplied by or on behalf of the Company specifically Parent expressly for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Acttherein.

Information Supplied. The information supplied (a) At the time the Proxy Statement is filed with the SEC, at any time it is amended or to be supplied by Parent supplemented or Merger Sub for inclusion or incorporation in the Form S-4 shall not at the time it is first mailed to stockholders of the Form S-4 is declared effective by Company, neither the SEC Proxy Statement, as amended or supplemented, if applicable, nor the Schedule 13E-3, as amended or supplemented, if applicable, will contain any untrue 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, that no representation or warranty is made by Parent or Merger Sub the Company in this Section 3.07(a) with respect to statements made or incorporated by reference therein based on information supplied solely by Parent, Sub or on behalf of their Representatives for inclusion or incorporation by reference in such documents. (b) Each document required to be filed by the Company specifically for inclusion in with the Form S-4. The information supplied SEC or required to be supplied by Parent distributed or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent otherwise disseminated to the Company's stockholders of the Company in connection with the Company Stockholders Meeting Merger and to the shareholders of Parent in connection with other Transactions, including the Parent Stockholders Meeting shall not, on Proxy Statement and the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders Schedule 13E-3 (other than portions of the Company or the shareholders of Schedule 13E-3 attributable to Parent or at the time of the Company Stockholders MeetingSub), and any amendments or at the time of the Parent Stockholders Meetingsupplements thereto, contain any untrue statement of a material fact when filed, distributed or omit to state any material fact required to be stated therein or necessary in order to make the statements thereindisseminated, in light of the circumstances under which they were madeas applicable, not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied solely by Parent, Sub or their Representatives for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied (or to be supplied supplied) in writing by Parent or Merger Sub 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 Crompton in connection with the issuance of shares of Crompton Common Stock in the Merger (as amended or supplemented from time to time, the "Form S-4 shall not S-4") will, at the time the Form S-4 is declared effective by 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 made therein, in light of the circumstances under which they were are 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (b) the Joint Proxy Statement/Prospectus to be sent to the 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 notStatement will, on the date the Joint Proxy Statement/Prospectus it is first mailed to stockholders of Great Lakes and the stockholders of the Company or the shareholders of Parent or Crompton, and at the time of Great Lakes Stockholders Meeting and the Company Stockholders Meeting, or at the time of the Parent 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. Notwithstanding the foregoing, except that, in each case, Great Lakes makes no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on any information supplied (or to be supplied) by or on behalf of the Company specifically Crompton or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements any of the Exchange Actforegoing documents.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub 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 pursuant to which shares of Parent Class A Common Stock issuable in the Form S-4 shall not Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Form S-4 is declared Registration Statement becomes effective by under the SEC 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, in light of the circumstances under which they were are made, not misleading, except that, in each case, no representation misleading or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in (b) the Joint Proxy Statement/Prospectus Statement will, at the date it is first mailed to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting and to the shareholders stockholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of 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. Subject to the accuracy of the first sentence of Section 5.8, except thatthe Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, in each casehowever, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made therein based on information supplied by Parent or on behalf of the Company Merger Sub specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Actor incorporation by reference therein.

Information Supplied. The information supplied or to be supplied by Parent or Merger Sub the Company Parties for inclusion or incorporation by reference in the Form S-4 shall not at the time the Form S-4 is declared effective by S-4, Proxy Statement or any other document to be filed with the SEC contain any untrue statement of a material fact or omit provided to state any material fact required to be stated therein or necessary in order to make the statements therein, in light holders 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 based on information supplied by or on behalf of the 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 of the Company Units in connection with the Company Stockholders Meeting and to transactions contemplated by this Agreement (the shareholders of Parent in connection with the Parent Stockholders Meeting shall “Other Filings”) will not, on in the case of the S-4 at the time it becomes effective, or in the case of the Proxy Statement, at the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the shareholders of Parent Shareholders or at the time of the Company Stockholders Meeting, Shareholders’ Meeting or at the time of any amendment or supplement thereof, or, in the Parent Stockholders Meetingcase 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, except that, in each case, no . No representation or warranty is made (or omitted to be made) by Parent or Merger Sub the Company Parties with respect to statements made or incorporated by reference therein based on information supplied by or on behalf Buyer Parties in connection with the preparation of the Company specifically S-4, the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All documents that the Company is responsible for filing with the SEC in connection with the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Election, the Mergers, or 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 ActAct and the rules and regulations thereunder.

Information Supplied. The information supplied or to be supplied by Parent or Merger Sub the Company in writing expressly for inclusion or incorporation in the registration statement on Form S-4 shall not to be filed by Parent in connection with the issuance of Parent Common Stock in the Merger (the “Form S-4”) will not, at the time the Form S-4 is declared effective by the SEC 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, except that, in each case, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made therein based on information supplied by or on behalf of the Company specifically Parent in writing expressly for inclusion in the Form S-4therein. The information supplied or to be supplied by Parent or Merger Sub the Company in writing expressly for inclusion in the Joint proxy statement relating to the Company Stockholders’ Meeting included in the Form S-4 (the “Proxy Statement/Prospectus to be sent to the 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 Prospectus”) will not, on at the date time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, that no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made therein based on information supplied by or on behalf of the Company specifically Parent in writing expressly for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Acttherein.

Information Supplied. The None of the information supplied or to be supplied by Parent X. X. Xxxxx or Merger Sub in writing for inclusion or incorporation in the Form S-4 shall not at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion reference 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 or in any materials to be sent delivered by X. X. Xxxxx or Merger Sub to the stockholders of the Company potential financing sources in connection with the Company Stockholders Meeting and to transactions contemplated by this Agreement will (i) in the shareholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders case of the Company or the shareholders of Parent or Form S-4, at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meetingit becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except that, (ii) in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf the case of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the X. X. Xxxxx Stockholder Meeting is to be 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 not misleading or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, at the date such information is delivered, contain any untrue 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. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to X. X. Xxxxx, Merger Sub, their respective officers and directors and the X. X. Xxxxx Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA16.

Information Supplied. The None of the information supplied relating to STAR or to be supplied any STAR Subsidiary contained or incorporated by Parent reference in the Proxy Statement or Merger Sub the Form S-4 or that is provided by STAR or any STAR Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the Form S-4 shall not case of the Proxy Statement, at the time of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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, except that, or (b) in each case, no representation the case of the Form S-4 or warranty is made by Parent or Merger Sub with respect to any other document to be filed by STAR 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 made therein based on therein, in light of the circumstances under which they are made, not misleading. All documents that STAR is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to STAR, its officers, directors and partners and the STAR Subsidiaries (or other information supplied by or on behalf of the Company specifically STAR or any STAR Subsidiaries for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus therein) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the STAR III Parties.

Information Supplied. The (i) None of the information supplied or to be supplied by Parent or Merger Sub Monsanto for inclusion or incorporation by reference in (A) the Form S-4 shall not will, at the time the Form S-4 is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, in light of the circumstances under which they were made, therein not misleading, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub for inclusion in and (B) the Joint Proxy Statement/Prospectus to be sent to the 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 notwill, on the date the Joint Proxy Statement/Prospectus it is first mailed to the Monsanto stockholders of the Company or the shareholders of Parent AHP stockholders or at the time of the Company Monsanto Stockholders Meeting, Meeting or at the time of the Parent AHP 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by Monsanto with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by AHP or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. The None of the information supplied relating to STAR III or to be supplied any STAR III Subsidiary contained or incorporated by Parent reference in the Proxy Statement or Merger Sub the Form S-4 or that is provided by STAR III or any STAR III Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the Form S-4 shall not case of the Proxy Statement, at the time of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf of the 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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, except that, or (b) in each case, no representation the case of the Form S-4 or warranty is made by Parent or Merger Sub 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 made therein based on therein, in light of the circumstances under which they are made, not misleading. 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 STAR III Subsidiaries (or other information supplied by or on behalf of the Company specifically STAR III or any STAR III Subsidiaries for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus therein) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the STAR Parties.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub the Company for inclusion or incorporation by reference in (i) 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 Stock in the Form S-4 shall not Merger (the "S-4") will, at the time it becomes effective under the Form S-4 is declared effective by the SEC 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, in light therein not misleading or (ii) the proxy statement relating to the meeting 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Form S-4. The information supplied or Company's stockholders to be supplied by Parent or held in connection with the Merger Sub for inclusion in (the Joint Proxy Statement/Prospectus "PROXY STATEMENT") will, at the date mailed to be sent to the 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time meeting of stockholders of the Parent Stockholders MeetingCompany 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect insofar as it relates to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus Stockholders Meeting will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or 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 therein.

Information Supplied. The (i) None of the information supplied or to be supplied by Parent or Merger Sub New Core for inclusion or incorporation by reference in (A) the Form S-4 shall not Registration Statement (as defined in Section 7.1(a)) will, at the time the Form S-4 Registration Statement is declared filed with the Securities and Exchange Commission (the “SEC”), at any time it is amended or supplemented or at the time it becomes effective by under the SEC 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, 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 based on information supplied by or on behalf of misleading and (B) the 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 Information Statement/Prospectus to be sent to the stockholders of the Company (as defined in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notSection 7.1(a)) will, on the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the New Core shareholders of Parent or at the time of the Company Stockholders MeetingNew Core Shareholders Meeting (as defined in Section 7.1(b)) or New Core Written Consents (as defined in Section 7.1(b)), or at the time of the Parent Stockholders Meetingas 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 were made, not misleading, except that, in each case]. (ii) Notwithstanding the foregoing provisions of this Section 5.1(e), no representation or warranty is made by Parent or Merger Sub New Core with respect to statements made therein or incorporated by reference in the Registration Statement or the Information Statement/Prospectus based on information supplied by or on behalf of the Company specifically RDSI for inclusion or incorporation by reference therein, or based on information which is not included or incorporated by reference in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as such documents but which should have been disclosed therein pursuant to form in all material respects with the requirements of the Exchange ActSection 5.2(e).

Information Supplied. The information supplied Registration Statement, and any amendments or supplements thereto, when filed will comply as to be supplied by Parent or Merger Sub for inclusion or incorporation form in all material respects with the Form S-4 shall not at applicable requirements of the Exchange Act. At the time the Form S-4 is declared effective by Registration Statement or any amendment or supplement thereto becomes effective, the SEC Registration 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 thereintherein (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, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf . None of the Company specifically for inclusion in the Form S-4. The information supplied or to be supplied by Parent or Merger Sub Armada for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus to be sent Statement or any amendment or supplement thereto will (except to the 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 notextent revised or superseded by amendments or supplements contemplated hereby), on the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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, except that, in each case. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub Armada with respect to statements made therein included or incorporated by reference in the Registration Statement or Proxy Statement based on information supplied by Mesa or on behalf its Subsidiaries or any of the Company their respective representatives or advisors in writing specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Actuse or incorporation by reference therein.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub the Company expressly for inclusion or incorporation by reference: (i) in any Report on Form 6-K and any exhibits thereto filed with the Form S-4 shall not at the time the Form S-4 is declared effective by the SEC contain Securities and Exchange Commission or any untrue statement of a material fact other report, form, registration or omit to state other filing made with 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 Governmental Authority with respect to statements made therein based on information supplied the transactions contemplated by this Agreement and/or any agreements ancillary hereto; (ii) in the Offer Documents; or on behalf (iii) in the mailings or other distributions to Parent’s or Bimini’s shareholders and/or prospective investors in the Surviving Entity following the Merger with respect to the consummation of the Company specifically for inclusion transactions contemplated by this Agreement or in any amendment to any of documents identified in (i) through (iii), will, when filed, made available, mailed or distributed, as 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 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent 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. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in any of the Signing Filing, except thatthe Signing Press Release, the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the “Ancillary Public Disclosures”) 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 each caselight of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation representation, warranty or warranty is made by Parent or Merger Sub covenant with respect to statements made therein based on any information supplied by or on behalf of the Company specifically for inclusion in Parent or the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange ActMerger Sub.

Information Supplied. The None of the information supplied or to be supplied provided in writing by Parent or Merger Sub the 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 Units in the Merger (including any amendments or supplements, the “Form S-4 shall not S-4”) will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of therein not misleading or (b) 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 proxy statement/prospectus relating to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in Partnership Unitholders’ Meeting (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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notProspectus”) will, on the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the shareholders of Parent or Partnership’s unitholders and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Partnership 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/Prospectus and the Form S-4 (solely with respect to the portion thereof relating to the Partnership Unitholders’ Meeting, except that, in each case, no representation or warranty is made but excluding any portion thereof based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein, with respect to statements which no representation is made therein based on information supplied by the Partnership or on behalf any of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus its Subsidiaries) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Partnership with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Partnership.

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub Realty Income for inclusion or incorporation by reference in (i) the Form S-4 shall not or the Form 10 will, at the time the applicable Form S-4 is declared effective by 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, (ii) the Joint Proxy Statement/Prospectus (as defined below) will, at the date of mailing to stockholders and at the times of the meetings 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 misleadingmisleading or (iii) the OfficeCo Distribution Prospectus will, except that, in each case, no representation or warranty is made by Parent or Merger Sub with respect to statements made therein based on information supplied by or on behalf at the date of effectiveness of the Company specifically for inclusion in the Form S-4. The information supplied or 10 and of mailing to be supplied by Parent or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus to be sent to the 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/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meetingstockholders, contain any untrue 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 based on information supplied by or on behalf of the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus and OfficeCo Distribution Prospectus will comply as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations of the SEC thereunder, except that no representation or warranty is made by Realty Income with respect to statements made or incorporated by reference therein based on information supplied by VEREIT for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or OfficeCo Distribution Prospectus.

Information Supplied. The None of the information supplied or to be supplied provided in writing by Parent or Merger Sub 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 ETP in connection with the issuance of Common Units in the Merger (including any amendments or supplements, the “Form S-4 shall not S-4”) will, at the time the Form S-4 is declared becomes effective by under the SEC 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, in light of therein not misleading or (b) 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 proxy statement/prospectus relating to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in Shareholders’ Meeting (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 of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall notProspectus”) will, on at the date the Joint Proxy Statement/Prospectus it is first mailed to the stockholders of the Company or the Company’s shareholders of Parent or and at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders 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, except that, in each case, no representation or warranty is made by Parent or Merger Sub . The Proxy Statement/Prospectus and the Form S-4 (solely with respect to statements made therein the portion thereof relating to the Shareholders’ Meeting but excluding any portion thereof based on information supplied by ETP or on behalf of Merger Sub for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus 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. 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/Prospectus that were not specifically supplied in writing by or on behalf of the Company.