Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. 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 in writing specifically for inclusion or incorporation by reference in the Offer Documents.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference in (ia) the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, or (iib) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s stockholders or at the time of the Company Stockholders Meeting (if such a meeting is helddefined in Section 7.01(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 the light of the circumstances under which they are made, not misleading. The Offer Documents Schedule 14D-9, the Information Statement and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that no representation or warranty is made by Parent or Merger Sub the Company pursuant to this Section 4.07 with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically Parent or Sub for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent the Company or Merger Sub specifically any of its Affiliates for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Proxy Statement will, at the time such document is filed with the SEC, at any time date it is amended or supplemented first mailed to the Company’s shareholders or at the time it is first published, sent or given to of the holders of SharesCompany 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 therein, in light of the circumstances under which they are made, not misleading and misleading. None of the information supplied or to be supplied by the Company or any of its Affiliates for inclusion or incorporation by reference in the Schedule 13E-3 (ii) the Proxy Statement (if anyor any amendment thereof or supplement thereto) will, at the date it is first mailed to filed with the holders of Shares SEC or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by Parent the Company or Merger Sub any of its Affiliates with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically Parent, Merger Sub or any of their respective Affiliates for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference in (a) the Offer Documents, (b) the Schedule 14D-9, (c) the 14(f) Statement or (d) the Proxy/Information Statement, as required, will, (i) in the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement will14(f) Statement, at the time such document is respective times the Offer Documents, the Schedule 14D-9 and the 14(f) Statement are filed with the SEC, at any time it is amended Commission or supplemented or at the time it is first published, sent or given to the holders of SharesCompany Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) in the Proxy Statement (if any) willcase of the Proxy/Information Statement, at the date it time the Proxy/Information Statement is first mailed to the holders of Shares Company Stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents Schedule 14D-9, the 14(f) Statement and the Proxy/Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , provided 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 the Company in writing specifically Parent or Sub for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. (i) None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (iA) the Offer Documents, Documents or the Schedule 14D-9 14D-9, including any amendments or the Information Statement supplements thereto, will, at the time such document is respective times the Offer Documents and the Schedule 14D-9 are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent published or given to the holders of Shares, Company's stockholders contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein herein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading false or misleading, and (iiB) if required, the Proxy Statement (if any) will, at on the date it is first mailed to the holders of Shares Company stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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 were made, not misleading. The Offer Documents will comply as to form in all material respects with . (ii) Notwithstanding the requirements foregoing provisions of the Exchange Act and the rules and regulations thereunder. No this Section 3.2(c), no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein in the Offer Documents, the Schedule 14D-9, or the Proxy Statement, if required, based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, Documents or the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading, or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference in (ia) the Offer Documents, registration statement on Form S-4 to be filed with the Schedule 14D-9 or SEC by Parent in connection with the Information Statement Share Issuance (the “Form S-4”) will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities 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 misleading, or (iib) the Company Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 the Company Parent or Sub in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or -------------------- to be supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Information Statement, or, if applicable, the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders holders, or, in the case of Shares, 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 (ii) the Proxy Statement (if any) willStatement, at the date it the Proxy Statement is first mailed to the holders of Shares Company's stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)of the Company's stockholders held to vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No , except 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 in writing by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub on behalf of the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or supplemented, and at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and or (ii) the Proxy Statement (if any) will, at the date it (and any amendment or supplement thereto) is first mailed or made available to the holders of Shares or Company Shareholders and at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 or on behalf of Parent or Merger Sub. The Proxy Statement will, with respect to information regarding the Company Company, comply as to form in writing specifically for inclusion or incorporation by reference in all material respects with the Offer Documentsrequirements of the ICL, the SEC and other Applicable Law.

Information Supplied. 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, including the Schedule 14D-9, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act. 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, Documents and the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it such document is amended or supplemented or supplemented, at the time it such document is first published, sent or given to the holders of Shares, 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 Company’s stockholders and (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. 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 the Company Purchaser or Parent in writing specifically for inclusion or incorporation by reference in the Offer DocumentsSchedule 14D-9.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and or (ii) the Proxy Statement (if any) will, at the date it the Proxy Statement is first mailed to the holders of Shares Company's stockholders or the Parent's stockholders or at the time of the Company Stockholders Stockholders' Meeting (if such a meeting is held)or the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents Form S-4 and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. No , except 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 in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. (i) None of the information supplied or to be supplied by Parent Conexant or Merger Sub specifically Washington for inclusion or incorporation by reference in (iA) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and (iiB) the Proxy Statement (if any) Statement/Prospectus will, at on the date it is first mailed to the holders of Shares Conexant stockholders or Alpha stockholders or at the time of the Company Alpha Stockholders Meeting (if such a meeting is held)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 were made, not misleading. The Offer Documents will comply as to form in all material respects with . (ii) Notwithstanding the requirements foregoing provisions of the Exchange Act and the rules and regulations thereunder. No this Section 5.2(e), no representation or warranty is made by Parent or Merger Sub Conexant with respect to statements made or incorporated by reference therein in the Form S-4 or the Proxy Statement/Prospectus based on information supplied by the Company in writing specifically Alpha for inclusion or incorporation by reference therein, or based on information which is not included or incorporated by reference in the Offer Documentssuch documents but which should have been disclosed pursuant to Section 5.1(e).

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities 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 misleading, or (ii) the Proxy Statement (if any) will, at the date it the Proxy Statement is first mailed to the holders of Shares Company's stockholders or Parent's stockholders or at the time of the Company Stockholders Company's Stockholders' Meeting (if such a meeting is held)or the Parent's 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. The Offer Documents Form S-4 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No , except 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 in writing specifically for inclusion or incorporation by reference in the Offer DocumentsForm S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically on behalf of the Company or any of the Company Subsidiaries expressly for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Proxy Statement will, at the time such document is filed with the SEC, at any time it such the Proxy Statement is amended or supplemented or at the time it such the Proxy Statement is first published, sent or given to the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents the Proxy Statement, insofar as it relates to the Company or the Company Subsidiaries or other information supplied by the Company expressly for inclusion or incorporation by reference therein, will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations thereunderthereunder and other applicable Law. No Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub the Company with respect to statements made or incorporated by reference therein in the the Proxy Statement based on information supplied by the Company in writing Parent or Sub or any of their representatives specifically for inclusion (or incorporation by reference in the Offer Documentsreference) therein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically Navy for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) the Proxy Statement (if any) will, at the date it is first mailed of mailing to the holders of Shares or shareholders and at the time of the Company Stockholders Meeting (if such a meeting is held)of shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Offer Documents Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder and 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 of the SEC thereunder. No representation or warranty is made by Parent or Merger Sub Navy with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically Xxxxx or its Affiliates for inclusion or incorporation by reference in the Offer DocumentsForm S-4 or the Proxy Statement.

Information Supplied. None of the information supplied included or to be incorporated by reference in the Offer Documents (and none of the information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Schedule 14D-9, the Information Statement or the Proxy Statement) will, (iA) in the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders Company's stockholders or (B) in the case of Sharesthe Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make at the statements therein not misleading and (ii) time the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)Meeting, contain any untrue statement that, in light of a the circumstances under which it is made, is false or misleading with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference in the Offer Documents based on information supplied by the Company specifically for inclusion or incorporation by reference therein. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. 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 in writing specifically for inclusion or incorporation by reference in the Offer DocumentsAct.

Information Supplied. None of the information supplied or to be supplied by Parent the Company or Merger Sub specifically any of its Subsidiaries for inclusion or incorporation by reference in (i) the Offer DocumentsSchedule 13E-3, or (ii) the Schedule 14D-9 or the Company Information Statement will, at the time such document is filed with the SECSEC or any other regulatory authority, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents Schedule 13E-3, the Company Information Statement and any other SEC filing in connection with the Merger will comply as (with respect to form the Company and its Subsidiaries) in all material respects respects, as to form, with the applicable requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by Parent or Merger Sub the Company with respect to statements made or incorporated by reference therein in the Schedule 13E-3 or the Company Information Statement based on information supplied by the Company Parent in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied (or to be supplied supplied) in writing by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Offer Documents, the Schedule 14D-9 or the Information Registration Statement will, at the time such document the Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it is first published, sent or given to becomes effective under the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 are made, not misleading and (b) the Parent Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact 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. The Offer Documents will comply as to form in all material respects with Notwithstanding the requirements of the Exchange Act and the rules and regulations thereunder. No foregoing, Parent makes 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 in writing specifically or on behalf of WPZ for inclusion or incorporation by reference in any of the Offer Documentsforegoing documents.

Information Supplied. None of the information supplied or to be supplied by Parent Purchaser or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement or (iv) the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders Company's stockholders, or, in the case of Sharesthe Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make at the statements therein not misleading and (ii) time the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's stockholders or at the time of the Company Stockholders Meeting (if as such a meeting is held)Proxy Statement may be 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 the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that no representation or warranty is made by Parent Purchaser or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference in (i) the Offer Documents, registration statement on Form S-4 to be filed with the Schedule 14D-9 or SEC by Parent in connection with the Information Statement Share Issuance (the “Form S-4”) will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and misleading, or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company any of their officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer DocumentsProxy Statement.

Information Supplied. None of the information supplied --------------------- or to be supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Statement, will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany's stockholders, contain any an 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 or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's stockholders or at the time of the Company Stockholders Meeting (if such a meeting is heldas defined in Section 6.01(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 the light of the circumstances under which they are made, not misleading. The Offer Documents Schedule 14D- 9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 the Company Parent or Sub in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Offer Documents, Documents or the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading, or (iib) if applicable, the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company Shareholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein in any of the foregoing documents based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied (or to be supplied supplied) in writing by or on behalf of Parent or Merger Sub (including information regarding the SXCP Parties) specifically for inclusion or incorporation by reference in (ia) the Offer Documents, the Schedule 14D-9 or the Information Registration Statement will, at the time such document the Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it is first published, sent or given to becomes effective under the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading and (b) the Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with Notwithstanding the requirements of the Exchange Act and the rules and regulations thereunder. No foregoing, Parent makes 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 in writing specifically SXCP Conflicts Committee for inclusion or incorporation by reference in any of the Offer Documentsforegoing documents.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub Target specifically for inclusion or incorporation by reference in (i) the Offer Documents, Documents or the Schedule 14D-9 or any information statement to be filed by Target in connection with the Offer pursuant to Rule 14f-1 under the Exchange Act (the "Information Statement Statement") will, at the time such document it is filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to Target's stockholders, or at the holders time of Sharesany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement (if any) will, at the date time it is first mailed filed with the SEC, sent or given to Target's stockholders, at the holders time of Shares the Target Stockholders Meeting, or at the time of the Company Stockholders Meeting (if such a meeting is held)any amendment or supplement thereof, in each case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents Schedule 14D-9, the Information Statement and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by Parent or Merger Sub Target with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent specifically for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Information Statement or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer DocumentsSchedule 13E-3, or (ii) the Schedule 14D-9 or the Company Information Statement will, at the time such document is filed with the SECSEC or any other regulatory authority, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents Schedule 13E-3, the Company Information Statement and any other SEC filing in connection with the Merger will comply as (with respect to form Parent and Merger Sub) in all material respects respects, as to form, with the applicable requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein in the Schedule 13E-3 or the Company Information Statement based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 any Registration Statement or the Information Statement any amendment or supplement thereto will, at the time such document Registration Statement or any amendment or supplement thereto is filed with the SEC, at any time it is amended or supplemented SEC or at the time it is first published, sent or given to such Registration Statement becomes effective under the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 not misleading or (ii) the Proxy Statement/Prospectus will, at the date of mailing to stockholders and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The Offer Documents When filed, the Registration Statements will comply as to form in all material respects with the requirements of the Exchange Securities Act and the rules and regulations thereunderof the SEC thereunder as in effect on such dates. 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 in writing specifically or any of their respective representatives for inclusion or incorporation by reference in the Offer DocumentsProxy Statement/Prospectus or any Registration Statement.

Information Supplied. 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, registration statement on Form S-4 to be filed with the Schedule 14D-9 or SEC by Parent in connection with the Information Statement issuance of Parent Common Stock in the Merger (the “Form S-4”) will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at Form S-4 becomes effective under the time it is first published, sent or given to the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading, or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 the Company in writing Parent or Merger Sub specifically for inclusion or incorporation by reference in the Offer DocumentsProxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference in (ia) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and or (iib) the Joint Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s stockholders and the date it is first mailed to Parent’s stockholders or at the time of the Company Stockholders Stockholder Meeting (if such a meeting is held)or Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents Joint Proxy Statement and any other documents filed by the Company with the SEC in connection herewith will comply as to form in all material respects with the requirements of applicable Law, including the Exchange Act and the rules and regulations thereunder. No , except 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 the Company in writing specifically Parent, Merger Sub I or Merger Sub II for inclusion or incorporation by reference in the Offer DocumentsForm S-4 or Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically Purchaser for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the any Proxy/Information Statement (if required by Law) will, at the time that such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and or (ii) the Proxy any Proxy/Information Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically or any of its Representatives for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and or (ii) the Joint Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s stockholders and the date it is first mailed to Parent’s stockholders or at the time of the Company Stockholders Stockholder Meeting (if such a meeting is held)or Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents Form S-4 and Joint Proxy Statement and any other documents filed by Parent with the SEC in connection herewith will comply as to form in all material respects with the requirements of applicable Law, including the Exchange Act and the rules and regulations thereunder. No , except 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 in writing specifically for inclusion or incorporation by reference in the Offer DocumentsForm S-4 or Joint Proxy Statement.

Information Supplied. None Neither the Schedule 14D-9, nor any of the information supplied or to be supplied by Parent the Company or Merger Sub specifically its Subsidiaries or representatives for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Documents will, at the time respective times any such document is documents or any amendments or supplements thereto are filed with the SEC, at any time it is amended or supplemented or at the time it is are first published, sent or given to the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents Company Proxy Statement will not, at the time the Company Proxy Statement is first mailed to the Company's stockholders or, at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Company Proxy Statement will comply as to form in all material respects with the requirements of all applicable laws, including the Exchange Act and the rules and regulations thereunder. 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 the Company in writing Parent or Merger Subsidiary specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. (i) None of the information supplied or to be supplied by Parent Fortune, ACCO or Merger Acquisition Sub specifically for inclusion or incorporation by reference in (iA) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and (iiB) the Proxy Statement (if any) Statement/Prospectus will, at on the date it is first mailed to the holders of Shares Fortune stockholders or GBC stockholders or at the time of the Company GBC Stockholders Meeting (if such a meeting is held)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 were made, not misleading. The Offer Documents will comply as to form in all material respects with . (ii) Notwithstanding the requirements foregoing provisions of the Exchange Act and the rules and regulations thereunder. No this Section 5.3(e), no representation or warranty is made by Parent or Merger Sub Fortune with respect to statements made or incorporated by reference therein in the Form S-4 or the Proxy Statement/Prospectus based on information supplied by the Company in writing specifically or on behalf of GBC for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically Acquisition for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement will, S-4 will at the time such document the S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it is first published, sent or given to becomes effective under the holders of Shares, 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 or (ii) the Schedule 14D-9, Offer Documents or the Proxy Statement (if any) will, at the date it is respective times such materials, or any amendments or supplements thereto, are filed with the SEC, first mailed published, sent or given to the holders of Shares or at the time stockholders of the Company Stockholders Meeting (if such a meeting is held)Company, the Offer expires or shares of Parent Common Stock are delivered in connection with the Offer or the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they are made, made not misleading. The S-4 and the Offer Documents will comply as to form in all material respects with the requirements provisions of the Exchange Securities Act and the rules and regulations thereunder. No representation Notwithstanding the foregoing, Parent makes no representation, warranty or warranty is made by Parent or Merger Sub covenant with respect to statements made any information supplied or incorporated by reference therein based on information required to be supplied by the Company which is contained in writing specifically for inclusion or incorporation omitted from any of the foregoing documents or which is incorporated by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9 information to be filed by the Company pursuant to Rule 14f-1 promulgated under the Exchange Act and Section 7.07 hereof (the "Information Statement") or (iii) the Proxy Statement, will, in the case of the Offer Documents and the Information Statement, at the respective times the Offer Documents and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders Company's shareholders, or, in the case of Sharesthe Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make at the statements therein not misleading and (ii) time the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's shareholders or at the time of the Company Stockholders Shareholders Meeting (if such a meeting is heldas defined in Section 7.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents Information Statement and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 the Company in writing specifically Parent or Purchaser for inclusion or incorporation by reference therein. The information set forth in Section 4.09 of the Offer DocumentsDisclosure Schedule is true and correct in all material respects.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company Common Stock or at the time of the Company Stockholders Meeting (if such a meeting is held), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. 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 in writing specifically for inclusion or incorporation by reference in the Offer Documents.

Information Supplied. (i) None of the information supplied or to be supplied by Parent Company or Merger Sub specifically any of its Subsidiaries for inclusion or incorporation by reference in (iA) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (iiB) the Joint Proxy Statement (if any) will, at on the date it is first mailed to the holders of Shares Company stockholders and to Purchaser stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)and the Purchaser 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 were made, not misleading. The Offer Documents Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations thereunder. No . (ii) Notwithstanding the foregoing provisions of this Section 3.2(f), no representation or warranty is made by Parent or Merger Sub Company with respect to statements made or incorporated by reference therein in the Form S-4 or the Joint Proxy Statement based on information supplied by the Company in writing specifically for inclusion Purchaser or incorporation by reference in the Offer DocumentsMerger Sub.

Information Supplied. None of the information supplied or to be supplied by Parent ServiceMaster or Merger Sub any of its Subsidiaries or representatives specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement or (iv) the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders stockholders of SharesARS, contain any untrue statement or, in the case 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 (ii) Proxy Statement, at the time the Proxy Statement (if any) will, at the date it is first mailed to the holders stockholders of Shares ARS or at the time of the Company ARS Stockholders Meeting (if such a meeting is held)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. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that (other than with respect to the Proxy Statement) no representation or warranty is made by Parent ServiceMaster or Merger Sub Acquisition Subsidiary with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing ARS or any of its affiliates or representatives specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied (or to be supplied supplied) in writing by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Offer Documents, the Schedule 14D-9 or the Information Registration Statement will, at the time such document the Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it is first published, sent or given to becomes effective under the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 are made, not misleading and (b) the Parent Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact 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. The Offer Documents will comply as to form in all material respects with Notwithstanding the requirements of the Exchange Act and the rules and regulations thereunder. No foregoing, Parent makes 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 in writing specifically or on behalf of RRMS for inclusion or incorporation by reference in any of the Offer Documentsforegoing documents.

Information Supplied. (i) None of the information supplied or to be supplied by Parent Company or Merger Sub specifically any of its Subsidiaries for inclusion or incorporation by reference in (iA) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, or at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (iiB) the Joint Proxy Statement (if any) will, at on the date it is first mailed to the holders of Shares Company stockholders and to Purchaser shareholders or at the time of the Company Stockholders Meeting (if such a meeting is held)and the Purchaser 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 the light of the circumstances under which they are were made, not misleading. The Offer Documents Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations thereunder. No . (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by Parent or Merger Sub Company with respect to statements made or incorporated by reference therein in the Form S-4 or the Joint Proxy Statement based on information not supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentsit.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically Clearwire for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement or any amendments or supplements thereto will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is dates those documents are first published, sent or given delivered to the holders of Shares, Clearwire’s stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Information Statement or necessary in order to make the statements therein made in the Information Statement, in light of the circumstances under which they were made, not misleading and (ii) the Proxy misleading. The Information Statement (if any) will, at the date it that document is first mailed published, sent or delivered to Clearwire’s stockholders or, unless promptly corrected, at any time during the holders of Shares or at the time pendency of the Company Stockholders Meeting (if such a meeting is held)Closing, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Information Statement or necessary in order to make the statements thereinmade in the Information Statement, in the light of the circumstances under which they are were made, not misleading. The Offer Documents will comply as to form in all material respects with Notwithstanding the requirements of the Exchange Act and the rules and regulations thereunder. No foregoing, no representation or warranty is made by Parent or Merger Sub any Party with respect to statements made or incorporated by reference therein in the Information Statement based on information supplied by the Company in writing specifically other Parties for inclusion or incorporation by reference in any of the Offer Documentsforegoing documents.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 are made, not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offer Documents Joint Proxy 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 Act Act, as applicable, and the rules and regulations thereunder. 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 in writing specifically for inclusion or incorporation by reference in the Offer DocumentsForm S-4 or the Joint Proxy Statement.

Information Supplied. None (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s shareholders in connection with the Transactions, including the Proxy Statement and Schedule 13E-3 to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto (collectively, the “Company Disclosure Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in Exchange Act. (ib) the Offer Documents, the Schedule 14D-9 or the Information Statement willEach Company Disclosure Document, at the time of the filing of such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company Disclosure Document or at the time of the Company Stockholders Meeting (if filing of any amendment or supplement thereto and the time of such a meeting is held)distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. . (c) No representation or warranty is made by Parent in this Section 3.08 or Merger Sub otherwise with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically Parent, Merger Sub, SMP or any of their respective Affiliates for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or (a) Each document required to be supplied filed by Parent the Company with the SEC or Merger Sub specifically for inclusion required to be distributed or incorporation by reference otherwise disseminated to the Company’s stockholders in (i) connection with the Offer DocumentsTransactions, including the Schedule 14D-9 and the Schedule 13E-3 to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto (collectively, the Information Statement will“Company Disclosure Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (b) Each Company Disclosure Document, at the time of the filing of such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company Disclosure Document or at the time of the Company Stockholders Meeting (if filing of any amendment or supplement thereto and the time of such a meeting is held)distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. . (c) No representation or warranty is made by Parent or Merger Sub in this Section 3.08 with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing by Parent, Merger Sub or Sumitomo specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically Match for inclusion or incorporation by reference in (ia) the Offer Documents, the Schedule 14D-9 or the Information Registration Statement will, at the time such document the Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as , or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to form in all material respects with the requirements holders of Match Capital Stock or at the time of the Exchange Act and Match Stockholder Meeting, or at the rules and regulations thereunderdate it is first mailed to the holders of IAC Capital Stock or at the time of the IAC 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 are made, not misleading. No Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub Match with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically or on behalf of IAC or New IAC for inclusion or incorporation by reference in the Offer DocumentsRegistration Statement or the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Offer Documents, Documents or the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading, or (iib) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein in any of the foregoing documents based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by the Parent or Merger Sub specifically the Purchaser for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 14D-9, the information statement under Section 14(f) of the Exchange Act, or the Information Proxy Statement will, in the case of the Offer Documents and the Schedule 14D-9, at the time such document is respective times the Offer Documents and the Schedule 14D-9 are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent sent, or given to the holders stockholders of Sharesthe Company, contain any untrue statement or, in the case 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 (ii) the Proxy Statement (if any) willStatement, at the date it the Proxy Statement is first mailed to the holders stockholders of Shares the Company or at the time of the meeting of the stockholders of the Company Stockholders Meeting (if such a meeting is held)held to vote on approval and adoption of this Agreement and 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 the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No , except that no representation or warranty is made by the Parent or Merger Sub the Purchaser with respect to statements made or incorporated by reference therein in the Offer Documents based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents.

Information Supplied. None of the information supplied in writing or to be supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company Common Stock or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents will will, at the time such documents are filed with the SEC, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. 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 or any of its affiliates, partners, members, stockholders, directors, officers, employees, agents or Representatives in writing specifically for inclusion or incorporation by reference in the Offer Documents.

Information Supplied. None of the information supplied or to be supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Offer Documents, Documents or the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading, or (iib) if applicable, the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company Stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein in any of the foregoing documents based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be -------------------- supplied by Parent or Merger Sub i-Cube specifically for inclusion or incorporation by reference in (i) the Offer Documents, registration statement on Form S-4 to be filed with the Schedule 14D-9 or SEC by Razorfish in connection with the Information Statement issuance of Razorfish Common Stock in the Merger (the "Form S-4") will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at Form S-4 becomes effective under the time it is first published, sent or given to the holders of SharesSecurities 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 or (ii) the Joint Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares i-Cube's stockholders or at the time of the Company i-Cube Stockholders Meeting (if such a meeting is held)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. The Offer Documents Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that no representation or warranty is made by Parent or Merger Sub i- Cube with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Razorfish specifically for inclusion or incorporation by reference in the Offer DocumentsJoint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically Purchaser for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time that such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that no representation or warranty is made by Parent or Merger Sub Purchaser with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically or any of its Representatives for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. 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, the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company Common Stock or at the time of the Company Stockholders Meeting (if such a meeting is heldas defined in Section 6.1(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 the light of the circumstances under which they are made, not misleading. The Offer Documents Schedule 14D-9, the Information Statement and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. 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 the Company Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in the Offer DocumentsSchedule 14D-9, the Information Statement or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time that such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 in writing specifically or any of its Representatives for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically the Company in writing for inclusion or incorporation by reference in (i) the Offer Documents, registration statement on Form S-4 to be filed with the Schedule 14D-9 or SEC by Parent in connection with the Information Statement issuance of Parent Common Stock in the Merger (the "FORM S-4") will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at Form S-4 becomes effective under the time it is first published, sent or given to the holders of SharesSecurities 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 or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's shareholders or at the time of the Company Stockholders Shareholders Meeting (if such a meeting is heldas defined in Section 5.01(c)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No , except 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 the Company in writing by Parent or Sub specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to -------------------- be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) the Joint Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Parent's stockholders or at the time of the Company Stockholders Parent Stockholder Meeting (as defined in Section 5.01(c)), if such a meeting is being held), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents Form S-4 will comply as to form in all material respects with the requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder. No , except 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 in writing specifically for inclusion or incorporation by reference in the Offer DocumentsForm S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically on behalf of the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it such document is 26 amended or supplemented or at the time it such document is first published, sent or given to the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as , or (ii) the Proxy Statement will, at the date it is first mailed to form in all material respects with the requirements stockholders of the Exchange Act Company and at the rules and regulations thereunder. No representation time of the Stockholders’ Meeting, contain any untrue statement of a material fact or warranty is made by Parent omit to state any material fact required to be stated therein or Merger Sub with respect necessary in order to make the statements made or incorporated by reference therein based on information supplied by therein, in light of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentscircumstances under which they are made, not misleading.

Information Supplied. (a) None of the information supplied or to be supplied by Parent Conopco or Merger Sub specifically for inclusion or incorporation by reference in (i) in the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany's shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, or (ii) in the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's shareholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. . (b) The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that no representation or warranty is made by Parent Conopco or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied in writing by Parent or Merger Sub specifically for inclusion and included or incorporation incorporated by reference in (ia) the Offer Documents, Documents or the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or and at the time it is first published, sent or given to the holders of SharesCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading, or (iib) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or Company's stockholders and at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No , except 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 in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent the Company or Merger Sub its Subsidiaries specifically for inclusion or incorporation by reference in (ia) the Offer Documents, registration statement on Form S-4 to be filed with the Schedule 14D-9 or SEC by Parent in connection with the Information Statement offer and sale of shares of Parent Common Shares in connection with the Merger (the "REGISTRATION STATEMENT") will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at Registration Statement becomes effective under the time it is first published, sent or given to the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and or (iib) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's shareholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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 the light of the circumstances under which they are made, not misleading. The Offer Documents Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderAct. 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 the Company in writing Parent specifically for inclusion or incorporation by reference in the Offer DocumentsProxy Statement.

Information Supplied. (i) None of the information supplied or to be supplied by Parent Company or Merger Sub specifically any of its affiliates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) for inclusion or incorporation by reference in (iA) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, or at any time it is amended or supplemented or at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (iiB) the Proxy Statement (if any) will, at on the date it is first mailed to the holders of Shares Company stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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 were made, not misleading. The Offer Documents Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations thereunder. No . (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by Parent or Merger Sub Company with respect to statements made or incorporated by reference therein in the Form S-4 or the Proxy Statement based on information supplied by the Company in writing specifically for inclusion Purchaser or incorporation by reference in the Offer DocumentsMerger Sub.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Offer Documents, the Schedule 14D-9 or the Information Statement Schedule 13E-3 will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and (iib) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company Common Stock or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents and the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. 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 in writing specifically for inclusion or incorporation by reference in the Offer DocumentsDocuments or the Schedule 13E-3.

Information Supplied. None of the --------------------- information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Form S-4 will, at the time such document the Form S-4 is filed with the SEC, at any time it is amended or supplemented or and at the time it is first published, sent or given to becomes effective under the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading misleading, and (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or Company's shareholders and at the time of the Company Stockholders Meeting (if such a meeting is held)of the Company's shareholders held to vote on approval 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 the light of the circumstances under which they are made, not misleading. The Offer Documents Form S-4 will comply as to form in all material respects with the requirements of the Exchange Securities Act and the rules and regulations thereunder. No , except 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 in writing specifically for inclusion or incorporation by reference in the Offer DocumentsForm S-4.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time such document documents is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading and (iib) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company Common Stock or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. 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 in writing specifically for inclusion or incorporation by reference in the Offer Documents.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Shareholders Meeting (if such a meeting is held), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. 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 in writing specifically for inclusion or incorporation by reference in the Offer Documents.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically in writing for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement or (iv) the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders Company's stockholders, or, in the case of Sharesthe Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make at the statements therein not misleading and (ii) time the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's stockholders or at the time of the Company Stockholders Meeting (if Meeting, as such a meeting is held)Proxy Statement may be 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 the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on written information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information 14f-1 Statement will, at on the time date such document is filed with the SEC, at any time it is amended or supplemented or at the time it is documents are first published, sent or given to the holders of Shares, or at any time at or prior to the Acceptance Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they shall be made, not misleading misleading; and (ii) the Proxy Proxy/Information Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Meeting (if such a meeting is held), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. 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 in writing specifically for inclusion or incorporation by reference in the Offer Documents.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub Lucent specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement or (iv) the Company Proxy Statement, if any, will, in the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders Company's stockholders, or, in the case of Sharesthe Company Proxy Statement, 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 (ii) the Proxy Statement (if any) will, at the date it the Company Proxy Statement is first mailed to the holders of Shares or Company's stockholders and at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that no representation or warranty is made by Parent Lucent or Merger Sub Acquisition with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent the Company included or Merger Sub specifically for inclusion or incorporation incorporated by reference in (ia) the Offer Documents, Documents or the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or and at the time it is first published, sent or given to the holders of SharesCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading, or (iib) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or Company's stockholders and at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No , except 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 the Company in writing Parent or Sub specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. 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, the Form S-4 or the Schedule 14D-9 or the Information Statement will, at the time such document is documents or any amendments or supplements thereto are filed with the SEC, at any time it is amended or supplemented or at the time it is are first published, sent or given to stockholders of the holders of SharesCompany or become effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or Company's stockholders and at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 the Company in writing Parent or Sub specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement, or (iv) the Proxy Statement will, in 40 45 the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders Company's stockholders, or, in the case of Sharesthe Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make at the statements therein not misleading and (ii) time the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)to the extent required by applicable law, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information 14f-1 Statement will, at on the time date such document is filed with the SEC, at any time it is amended or supplemented or at the time it is documents are first published, sent or given to the holders of Shares, or at any time at or prior to the Acceptance Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they shall be made, not misleading misleading; and (ii) the Proxy Proxy/Information Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time of the Company Stockholders Shareholders Meeting (if such a meeting is held), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. 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 in writing specifically for inclusion or incorporation by reference in the Offer Documents.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of SharesCompany's shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and misleading, or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's shareholders or at the time of the Company Stockholders Shareholders Meeting (if such a meeting is heldas defined in Section 6.01(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 the light of the circumstances under which they are made, not misleading. The Offer Documents Schedule 14D-9, the Information Statement and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 the Company in writing specifically Parent or Sub for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically in writing for inclusion or incorporation by reference in in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement or (iv) the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders Company's stockholders, or, in the case of Sharesthe Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make at the statements therein not misleading and (ii) time the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's stockholders or at the time of the Company Stockholders Meeting (if Meeting, as such a meeting is held)Proxy Statement may be 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 the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on written information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement Documents will, at the time such document is Offer Documents are filed with the SEC, at any time it is amended or supplemented SEC or at the time it is such Offer Documents are first published, sent or given to the holders of Shares, 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 (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares or at the time stockholders of the Company Stockholders Meeting (if such a meeting is held)Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderthereunder and will not, at the time it is filed with the SEC and at the time first published, sent or given to the stockholders of the Company, contain any untrue statement of a material fact or omit to state any 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. No Notwithstanding the foregoing provisions of this Section 3.10, no representation or warranty is made by Parent or Merger Sub the Company with respect to information or statements made or incorporated by reference therein based on information in the Schedule 14D-9 which were not supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Offer DocumentsCompany.

Information Supplied. 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, registration statement on Form S-4 to be filed with the Schedule 14D-9 or SEC by Parent in connection with the Information Statement issuance of Parent Common Stock in the Merger (the “Form S-4”) will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at Form S-4 becomes effective under the time it is first published, sent or given to the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading, or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 the Company in writing Parent, Merger Sub, or Merger LLC specifically for inclusion or incorporation by reference in the Offer DocumentsForm S-4 or the Proxy Statement.

Information Supplied. 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, registration statement on Form S-4 to be filed with the Schedule 14D-9 or SEC by Parent in connection with the Information Statement issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at Form S-4 becomes effective under the time it is first published, sent or given to the holders of SharesSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading, or (ii) the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)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. The Offer Documents Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 the Company in writing Parent, Merger Sub, or Merger LLC specifically for inclusion or incorporation by reference in the Offer DocumentsForm S-4 or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement, or (iv) the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders Company's stockholders, or, in the case of Sharesthe Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make at the statements therein not misleading and (ii) time the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company's stockholders or at the time of the Company Stockholders Meeting (if such a meeting is held)to the extent required by applicable law, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 in writing specifically for inclusion or incorporation by reference in the Offer Documentstherein.

Information Supplied. None of the information supplied included or to be incorporated by reference in the Offer Documents (and none of the information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Schedule 14D-9, the Information Statement or the Proxy Statement) will, (iA) in the case of the Offer Documents, the Schedule 14D-9 or and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement will, at the time such document is are filed with the SEC, at any time it is amended SEC or supplemented or at the time it is first published, sent or given to the holders Company’s shareholders or (B) in the case of Sharesthe Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make at the statements therein not misleading and (ii) time the Proxy Statement (if any) will, at the date it is first mailed to the holders of Shares Company’s shareholders or at the time of the Company Stockholders Meeting (if such a meeting is held)Shareholders Meeting, contain any untrue statement that, in light of a the circumstances under which it is made, is false or misleading with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference in the Offer Documents based on information supplied by the Company specifically for inclusion or incorporation by reference therein. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. 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 in writing specifically for inclusion or incorporation by reference in the Offer DocumentsAct.

Information Supplied. None of the information supplied or to be -------------------- supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9 or the Information Registration Statement will, at the time such document the Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it is first publishedbecomes effective under the Securities Act of 1933, sent or given to as amended (the holders of Shares, "Securities Act") contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (ii) the Joint Proxy Statement (if any) will, at the date it the Joint Proxy Statement is first mailed to the holders of Shares or Company's and Parent's shareholders and at the time of the Company Stockholders Shareholders Meeting (if such a meeting is held)and Parent's 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 the light of the circumstances under which they are made, not misleading. The Offer Documents Joint Proxy Statement, as it relates to the Company Shareholders Meeting, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. No , except 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 the Company in writing specifically Parent for inclusion or incorporation by reference in the Offer Documentstherein.