Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied provided by Parent or to be supplied by the Company its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (b) the Proxy Statement will, at the date it is first mailed to the Company’s stockholders of the Company and or at the time of the Company Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject The Proxy Statement (other than the portion thereof relating solely to the accuracy Stockholders’ Meeting) and the Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of the first sentence of Section 5.7, the Proxy Statement its Subsidiaries) will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder; provided. Notwithstanding the foregoing provisions of this Section 4.12, however, that no representation or warranty is made by the Company Parent with respect to information or statements made therein based on information or incorporated by reference in the Form S-4 or the Proxy Statement which were not supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinon behalf of Parent.

Information Supplied. None of the information supplied or to be supplied by the Company Parties for inclusion or incorporation by reference in (a) the a registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Class A Common Stock issuable in the Initial Company Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (b) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed to stockholders of the Company and to the stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by the Company Parties with respect to the statements made therein based on information supplied by any of the Parent Parties specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 5.75.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with with, as applicable, the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Company Parties with respect to the statements made therein based on information supplied by any of the Parent or Merger Sub Parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders MeetingMeeting (as defined in Section 6.01), 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 light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically Sub, in writing, for inclusion or incorporation by reference thereinin the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration Offer Documents, the Schedule 14D-9, the information statement on Form S-4 to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under Exchange Act (the "Information Statement") or the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC by Parent pursuant or first published, sent or given to which shares of Parent Common Stock issuable the Company's stockholders, or, in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Proxy Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Meetingmeeting of the Company's stockholders held to vote on adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to The Schedule 14D-9, the accuracy of the first sentence of Section 5.7, Information Statement and the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in (ai) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “joint proxy statement and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement”") shallwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the times of the meetings of stockholders of the Company and Parent to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered connection with the SEC Share Issuance (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders of the Company and or Parent's stockholders or at the time of the Company Stockholders MeetingMeeting or the Parent Stockholders Meeting (as defined in Section 6.01(e)), contain any untrue statement of a material fact or omit to state any 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. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically in writing for inclusion or incorporation by reference thereinin the Form S-4 or the Joint Proxy Statement.

Information Supplied. (i) None of the information supplied or to be supplied by the Company PNU for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”Section 5.1) shallwill, at the time the Registration Statement Form S-4 becomes effective under the Securities ActAct or at the time of any post-effective amendment thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Joint Proxy Statement/Prospectus will, on the date it is first mailed to Monsanto stockholders or PNU stockholders or at the time of the Monsanto Stockholders Meeting or the PNU Stockholders Meeting (each as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any 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 (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to The Form S-4 and the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder; provided. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), however, that no representation or warranty is made by the Company PNU with respect to statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Parent Monsanto or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company Company, including information with respect to its affiliates, for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock issuable Shares in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder; provided, however, that no . No representation or warranty is made by the Company with respect to statements made therein or incorporated by reference in the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Parent for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to the Parent’s stockholders of the Company and or at the time of the Company Stockholders 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. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement and the Form S-4 will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided. Notwithstanding the foregoing provisions of this Section 4.12, however, that no representation or warranty is made by the Company Parent with respect to information or statements made therein based on information or incorporated by reference in the Form S-4 or the Joint Proxy Statement which were not supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinon behalf of Parent.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement willshall, at the date it is first mailed to stockholders of the Company Stockholders and to the Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereintherein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None Subject to the accuracy of the representations and warranties of SXE set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of AMID specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the Proxy Statement will, at on the date it is first mailed to stockholders of the Company SXE Unitholders, and at the time of the Company Stockholders SXE Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Registration Statement and Proxy Statement will comply as to form in all material respects with the provisions applicable requirements of the Securities Act or Exchange Act and Act, as applicable. Notwithstanding the rules and regulations thereunder; providedforegoing, however, that AMID makes no representation is made by the Company or warranty with respect to statements made therein based on information supplied by Parent or Merger Sub specifically on behalf of SXE for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company Firefly for inclusion or incorporation by reference in (a) the a registration statement on Form S-4 to be filed with the SEC by Parent Ohm pursuant to which shares of Parent Ohm Common Stock issuable in the Company Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement Statement, will, at the date it is first mailed to stockholders of the Company Firefly and to stockholders of Ohm and at the time of the Company Firefly Stockholders Meeting and the Ohm Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation is made by Firefly with respect to statements made therein based on information supplied by Ohm, Merger Sub or LLC Sub specifically for inclusion or incorporation by reference therein. Subject to the accuracy of the first sentence of Section 5.75.8, the Registration Statement and the Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of ETP set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of SXL specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the Proxy Statement will, at on the date it is first mailed to stockholders of the Company ETP Unitholders, and at the time of the Company Stockholders ETP Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Registration Statement and Proxy Statement will comply as to form in all material respects with the provisions applicable requirements of the Securities Act or Exchange Act and Act, as applicable. Notwithstanding the rules and regulations thereunder; providedforegoing, however, that SXL makes no representation is made by the Company or warranty with respect to statements made therein based on information supplied by Parent or Merger Sub specifically on behalf of ETP for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. (a) None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by the Parent pursuant to which shares in connection with the issuance of the Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Proxy Statement/Prospectus included in the Form S-4 related to the Stockholders' Meetings and the Parent Common Stock to be issued in the Merger will, on the date it is first mailed to the stockholders of the Parent and of the Company or at the time of the Stockholders' Meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and Act. (b) Notwithstanding the rules and regulations thereunder; providedforegoing provisions of this Section 5.12, however, that no representation or warranty is made by the Company Parent with respect to statements made therein or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus based on information supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares Holdco in connection with the issuance of Parent Holdco Common Stock issuable in the Merger will be registered with the SEC Mergers (including any amendments or supplements, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders of the Company and GameStop’s stockholders or at the time of the Company Stockholders Meeting or the GameStop 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. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent GameStop or Merger Sub Holdco specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplementsOffer Documents, the “Registration Statement”) shallSchedule 14D-9 or the Information Statement will, at the time such document is filed with the Registration Statement becomes effective under SEC, at any time it is amended or supplemented or at the Securities Acttime it is first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Proxy Statement (if required by Law) will, at the date it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement The Offer Documents will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation is made by the Company Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed filled with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (bii) the Proxy Statement will, at the date it is first mailed to stockholders the shareholders of the Company and at the time of the Company Stockholders Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinAct.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in (ai) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “joint proxy statement and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement”") shallwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the times of the meetings of stockholders of the Company and Parent to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject The Company and Parent will cause the Form S-4 to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Securities Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be -------------------- supplied by the Company Parent specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 Schedule 14D-9, at the time such document is first published, sent or given to the holders of Shares, and at any time it is amended or supplemented, (ii) the Registration Statement (as defined in Section 6.6) to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock issuable in -39- the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallMerger, at the time the Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (biii) the Proxy Statement will(as defined in Section 6.6), at the date it is first mailed to stockholders of the Company shareholders and Parent stockholders or at the time of the Company Stockholders Meeting, Meeting or the Parent Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy The Registration Statement will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunder; provided, however, except that no representation is representations and warranties are made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub the Company specifically for inclusion or incorporation by reference thereinin the Registration Statement or the Proxy Statement or contained in the Company Reports incorporated by reference in the Schedule 14D-9, the Registration Statement or the Proxy Statement.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in (ai) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “joint proxy statement and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement”") shallwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the times of the meetings of shareholders of the Company and Parent to be held in connection with the Merger and the issuance of Parent Common Stock, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject The Company and Parent will cause the Form S-4 to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Securities Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company FNF specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares the Company in connection with the issuance of Parent Company Common Stock issuable in the Merger (the "Form S-4") will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement it becomes effective under the Securities Act, at the time any amendment or supplement thereto becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the information statement relating to the approval by the shareholders of the Company of the matters referred to in the second sentence of Section 5.3 and the proxy statement relating to the approval by the stockholders of FNF of the matters referred to in the first sentence of Section 5.3, in each case as amended or supplemented from time to time (collectively, the "Proxy Statement Statement") will, at the date it is first mailed to stockholders of the Company Company's shareholders or the FNF stockholders, as applicable, and at the time of the Company Shareholders Meeting (as defined herein) and the FNF 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. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Sub specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be 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 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC by Parent pursuant or first published, sent or given to which shares of Parent Common Stock issuable the Company's stockholders, or, in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Proxy Statement”) shall, at the time the Registration Proxy Statement becomes effective under is first mailed to the Securities ActCompany's stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) necessary to correct any statement in any earlier communication with respect to the Proxy Statement willsolicitation of proxies for the Stockholders Meeting which has become false or misleading, at the date it except that no representation or warranty is first mailed to stockholders made by Parent or Sub in connection with any of the Company and at the time of foregoing with respect to statements made or incorporated by reference therein based on information supplied by the Company Stockholders Meeting, contain or any untrue statement of a material fact its representatives specifically for inclusion or omit to state any material fact required to be stated therein or necessary in order to make the statements incorporation by reference therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement The Offer Documents will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation or warranty is made by Parent or Sub in connection with any of the Company foregoing with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Merger Sub any of its representatives specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the either Group Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the First Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the Registration Statement and the first sentence of Section 5.75.8, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the either Group Company with respect to statements made therein based on information supplied by Parent or the Merger Sub Subs specifically for inclusion or incorporation by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.7, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Company Proxy Statement will, at on the date it is first mailed to stockholders holders of the Company Listed Shares, and at the time of the Company Stockholders Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (c) the Parent Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Subject to The Registration Statement and the accuracy of the first sentence of Section 5.7, the Parent Proxy Statement will comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunder; providedExchange Act. Notwithstanding the foregoing, however, that Parent makes no representation is made by the Company or warranty with respect to statements made therein based on information supplied by Parent or Merger Sub specifically on behalf of the Company for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 Registration Statement to be filed with the SEC Commission by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered connection with the SEC (including any amendments or supplements, the “Registration Statement”) shalltransactions contemplated by this Agreement will, at the time the Registration Statement is filed with the Commission, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and 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 the light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; providedApplicable Law, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically in writing for inclusion or incorporation by reference thereinin the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 F-4 (of which the Proxy Statement/Prospectus will form a part) to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock issuable Shares in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement becomes is declared effective under by the Securities ActSEC, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or and (b) the Registration Statement and the Proxy Statement Statement/Prospectus will, at the date it is first mailed to the stockholders of the Company and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject The Proxy Statement/Prospectus in the form mailed to the accuracy of the first sentence of Section 5.7, the Proxy Statement stockholders will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Parent, BMS and Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be -------------------- supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 Offer Documents, at the time such documents are first published, sent or given to the holders of Shares, and at any time they are amended or supplemented, (ii) the Registration Statement (as defined in Section 6.6) to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallMerger, at the time the Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (biii) the Proxy Statement will(as defined in Section 6.6), at the date it is first mailed to stockholders of the Company shareholders and Parent stockholders or at the time of the Company Stockholders Meeting, Meeting or the Parent Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation is representations and warranties are made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinin the Proxy Statement or contained in the Parent Reports incorporated by reference in the Offer Documents, the Registration Statement or the Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied by the Company TCCC for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement it becomes effective under the Securities ActAct (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or misleading. (b) None of the information supplied or to be supplied by TCCC for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus will, at on the date it (or any amendment or supplement thereto is filed with the SEC) is first mailed to CCE stockholders of the Company and at the time of the Company CCE 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 were made, not misleading. Subject to the accuracy . (c) None of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied or to be supplied by Parent or Merger Sub specifically TCCC for inclusion or incorporation by reference in the Schedule 13E-3 will, at the time the Schedule 13E-3 or any amendment or supplement thereto is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered connection with the SEC Share Issuance (including any amendments or supplements, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading misleading, or (bii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed to the Company’s stockholders of the Company and Parent’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. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically or any of their officers, directors, representatives, agents or employees in writing for inclusion or incorporation by reference thereinin the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplementsOffer Documents, the “Registration Statement”) shallSchedule 14D-9 or the Information Statement will, at the time such document is filed with the Registration Statement becomes effective under SEC, at any time it is amended or supplemented or at the Securities Acttime it is first published, sent or given to the Company’s shareholders, contain any untrue statement of a 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 misleading, or (bii) the Proxy Statement will, at the date it is first mailed to stockholders the shareholders of the Company and at the time of the Company Stockholders MeetingShareholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7The Offer Documents, the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder; provided. Notwithstanding the foregoing, however, that Parent and Merger Sub make no representation is made or warranty with respect to any information supplied by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion any of its representatives which is contained or incorporation incorporated by reference thereinin the Offer Documents and the Proxy Statement.

Information Supplied. (i) None of the information supplied or to be supplied by the Company Cigna or any of its Subsidiaries for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, and (bB) the Joint Proxy Statement will, at on the date it is first mailed to Cigna stockholders of the Company and to Anthem shareholders or at the time of the Company Cigna Stockholders Meeting and the Anthem Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder; provided. (ii) Notwithstanding the foregoing provisions of this Section 3.2(e), however, that no representation or warranty is made by the Company Cigna with respect to statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information not supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinit.

Information Supplied. (i) None of the information supplied or to be supplied by the Company Alpha for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”Section 7.1(a)) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) the Proxy Statement/Prospectus (as defined in Section 7.1(a)) will, on the date it is first mailed to Conexant stockholders or Alpha stockholders or at the time of the Alpha Stockholders Meeting (as defined in Section 7.1(b)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to . (ii) Notwithstanding the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the foregoing provisions of the Exchange Act and the rules and regulations thereunder; providedthis Section 5.1(e), however, that no representation or warranty is made by the Company Alpha with respect to statements made therein or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus based on information supplied by Parent Conexant or Merger Sub specifically Washington for inclusion or incorporation by reference therein, or based on information with is not included or incorporated by reference in such documents but which should have been disclosed therein pursuant to Section 5.2(e).

Information Supplied. None of the information supplied or to be supplied by the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to stockholders each of the Company Company's stockholders and Parent's shareholders and at the time of each of the Company Stockholders Meeting and the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, that no . No representation or warranty is made by the Company with respect to statements made therein or incorporated by reference in the Joint Proxy Statement or the Form S-4 based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement or the Form S-4, as the case may be.

Information Supplied. None of the information supplied or to be supplied by the Company CDnow for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable Holdco in the Merger will be registered connection with the SEC Share Issuances (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and CDnow's shareholders or at the time of the Company Stockholders MeetingCDnow Shareholders Meeting (as defined in Section 8.01(d)), contain any untrue statement of a material fact or omit to state any 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. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation is made by the Company CDnow with respect to statements made or incorporated by reference therein based on information supplied by Parent Time Warner or Merger Sub specifically Sony in writing for inclusion or incorporation by reference thereinin the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its subsidiaries expressly for inclusion or incorporation by reference in (a) the registration Offer Documents, the Schedule 14D-9 or the information statement on Form S-4 to be filed required in connection with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in Offer under Rule 14f-1 promulgated under the Merger will be registered Exchange Act (together with the SEC (including any amendments or supplementssupplements thereto, the “Registration Information Statement”) shallwill, at the time such document is filed with the Registration Statement becomes effective under SEC, at any time such document is amended or supplemented or at the Securities Acttime such document is first published, sent or given to the Company’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the adoption by the stockholders of the Company of this Agreement (together with any amendments or supplements thereto, the “Proxy Statement Statement”) will, at the date it is first mailed to the stockholders of the Company and at the time of the Company Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered connection with the SEC Share Issuance (including any amendments or supplements, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed to stockholders each of the Company and Company’s stockholders or at the time of the Company Stockholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically in writing for inclusion or incorporation by reference thereinin the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, and (bii) the Proxy Statement will, at the date it is first mailed to stockholders of the Company Company's shareholders and at the time of the Company Stockholders Meetingmeeting of the Company's shareholders held to vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will shall comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, that no . No representation is made by the Company in this Agreement with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the registration under the Securities Act of the shares of Parent Common Stock issuable to be issued in the Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or and (b) the proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement Statement”) will, at the date it it, or any amendment or supplement to it, is first mailed to stockholders of the Company and at the time of the Company Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleadingmisleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference therein). Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinAct.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 4.25, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the Proxy Statement will, at on the date it is first mailed to stockholders of the Company Stockholders, and at the time of the Company Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject The Proxy Statement (except for such portions thereof that relate only to the accuracy Company or any Subsidiary of the first sentence of Section 5.7, the Proxy Statement Company) will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunder; providedforegoing, however, that no neither Parent nor Merger Sub makes any representation is made by the Company or warranty with respect to statements made therein based on information supplied by Parent or Merger Sub specifically on behalf of the Company for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 Registration Statement to be filed with the SEC Commission by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered connection with the SEC (including any amendments or supplements, the “Registration Statement”) shalltransactions contemplated by this Agreement will, at the time the Registration Statement is filed with the Commission, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders of the Company and 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 the light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically in writing for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered connection with the SEC Share Issuance (including together with any amendments amendment or supplementssupplements thereto, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders of the Company and 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. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent Parent, Merger Sub or Merger Sub specifically LLC for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the The information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment, at the time such post-effective amendment becomes effective effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Securities Actjoint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to Parent shareholders and the Company shareholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Joint Proxy Statement”) shall not, on the date the Joint Proxy Statement is first mailed to the shareholders of each of Parent and the Company, at the time of the Parent Shareholder Approval, at the time of the Company Shareholder Approval or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Liberty Media relating to Liberty Media or any of its Subsidiaries or the Company Liberty Media Group for inclusion or incorporation by reference in in, and which is included or incorporated by reference in, (ai) the registration statement on Form S-4 Registration Statement, or any amendment or supplement thereto, filed or to be filed by Parent with the Commission under the Securities Act in connection with the issuance of the Merger Consideration (ii) any documents filed or to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable Commission or any other Governmental Entity in the Merger will be registered connection with the SEC transactions contemplated hereby (including any amendments or supplementsincluding, without limitation, the “Registration Proxy Statement”) shallwill, at the time respective times such documents are filed, and, in the case of the Registration Statement or any amendment or supplement thereto, when the same becomes effective under and at the Securities ActEffective Time, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (b) the Proxy Statement willnecessary to correct any statement in any earlier communication. The Registration Statement, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meetingincluding any amendments or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinSecurities Act.

Information Supplied. The Form S-4, the Proxy Statement and a registration statement on Form 10, under the Exchange Act, relating to the equity securities of DevCo. (the "Form 10") to be filed with the SEC will not, at the time the Form S-4 becomes effective under the Securities Act, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting, and at the time the Form 10 becomes effective under the Securities Act, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information concerning, supplied or incorporated by reference by Parent or Merger Sub for inclusion in the Form S-4, the Proxy Statement and the Form 10. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement date it becomes effective under and at the Securities Acttime of the Company Stockholders Meeting, contain any an untrue statement of a material fact or omit to state any 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 (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of provisions set forth in the first sentence of Section 5.7second preceding sentence, the Form S-4, the Proxy Statement and the Form 10 will comply as to form in all material respects with the provisions requirements of the Exchange Act and the Securities Act, as appropriate, and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None Neither the Schedule 14D-9, nor any of the information supplied or to be supplied by the Company or its subsidiaries or representatives for inclusion or incorporation by reference in the Form S-4, the Post-Effective Amendment (adefined below in Section 7.1(a)) or the registration statement on Form S-4 to be Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC by Parent pursuant SEC, are first published, sent or given to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments shareholders or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes 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 in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (b) the misleading. The Company Proxy Statement willwill not, at the date it time the Company Proxy Statement is first mailed to stockholders of the Company and Company's shareholders 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. Subject to The Schedule 14D-9 and the accuracy of the first sentence of Section 5.7, the Company Proxy Statement will comply as to form in all material respects with the provisions requirements of all applicable laws, including the Exchange Act and the rules and regulations thereunder; provided, however, that no . No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub Subsidiary specifically for inclusion or incorporation by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company and the Manager set forth in Section 4.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or and (b) the Proxy Statement will, at on the date it is first mailed to stockholders of the Company Unitholders and at the time of the Company Stockholders Unitholder 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. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunder; providedforegoing, however, that Parent makes no representation is made by the Company or warranty with respect to statements made therein based on information supplied by Parent or Merger Sub specifically on behalf of the Company for inclusion or incorporation by reference thereinin the Registration Statement or the Proxy Statement.

Information Supplied. (i) None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”Section 5.1) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Joint Proxy Statement/Prospectus (as defined in Section 5.1) will, on the date it is first mailed to Company stockholders or Parent shareholders or at the time of the Company Stockholders Meeting or the Parent Shareholders Meeting (each as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any 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 (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to The Form S-4 and the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder; provided. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), however, that no representation or warranty is made by the Company Parent with respect to statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference therein.

Information Supplied. (i) None of the information supplied or to be supplied by the Company SPSS for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”Section 5.1) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Joint Proxy Statement/Prospectus (as defined in Section 5.1) will, on the date it is first mailed to ShowCase shareholders or SPSS stockholders or at the time of the ShowCase Shareholders Meeting or the SPSS Stockholders Meeting (each as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any 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 (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to The Form S-4 and the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder; provided. (ii) Notwithstanding the foregoing provisions of this Section 3.1 (e), however, that no representation or warranty is made by the Company SPSS with respect to statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Parent or Merger Sub specifically ShowCase for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Merger Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders Meeting (as 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 light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder; provided, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information informa tion supplied or to be supplied by the Company IXC specifically for inclusion or incorporation by reference in (ai) the registration registra tion statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares CBI in connection with the issuance of Parent CBI Common Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to IXC's stockholders of the Company and CBI's shareholders or at the time of the Company IXC Stockholders Meeting or the CBI Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder; provided, however, that no . No representation or warranty is made by the Company IXC with respect to statements made therein or incorporated by reference in the Joint Proxy Statement based on information supplied by Parent CBI or Merger Sub specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.75.8, the Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Parent, Merger Sub or any third parties specifically for inclusion or incorporation by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership and the General Partner set forth in Section 4.10, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent, Holdings or Merger Sub specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement Schedule 13E-3 will, at the date it time the Schedule 13E-3, or any amendment thereto, is first mailed to stockholders of filed with the Company and at the time of the Company Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject , and (c) the Consent Solicitation Statement/Prospectus will, on the date it is first mailed to the accuracy Limited Partners, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the first sentence of Section 5.7circumstances under which they are made, not misleading. The Consent Solicitation Statement/Prospectus, the Proxy Registration Statement and the Schedule 13E-3 will comply as to form in all material respects with the provisions applicable requirements of the Securities Act or Exchange Act and Act, as applicable. Notwithstanding the rules and regulations thereunder; providedforegoing, howevernone of Parent, that no Holdings or Merger Sub makes any representation is made by the Company or warranty with respect to statements made therein based on information supplied by Parent or Merger Sub specifically on behalf of the Partnership or the General Partner for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration proxy statement on Form S-4 or consent solicitation statement to be filed by Parent with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC Securities and Exchange Commission (including any amendments or supplements, the “Registration SEC”) relating to the Parent Stockholder Approval (the “Proxy Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to the Parent stockholders of the Company and or at the time of the Company Parent Stockholders MeetingMeeting (as defined herein), contain any untrue statement of a material fact or omit to state any 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. Subject to the accuracy None of the first sentence of Section 5.7, the Proxy Statement will comply as information supplied or to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made be supplied by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion in the registration statement on Form S-4, or incorporation any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued as Merger Consideration will be registered with the SEC (the “Registration Statement”) shall, at the time such document is filed, at the time amended or supplemented and at the time the Registration Statement is declared effective by reference the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or to be -------------------- supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder; provided, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement S-4 is filed with the SEC, at any time it is amended or supplemented, at the time it becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light and none of the circumstances under which they are made, not misleading information supplied or (b) to be supplied by Parent or Merger Sub and included or incorporated by reference in the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company and or Parent, as the case may be, or at the time of the Company Stockholders Meetingmeeting of such stockholders to be held in connection with the Merger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject The Joint Proxy Statement, insofar as it relates to the accuracy Parent or Merger Sub or Subsidiaries of the first sentence of Section 5.7Parent or other information supplied by Parent or Merger Sub for inclusion therein, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company US BioEnergy specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares VeraSun in connection with the issuance of Parent VeraSun Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration StatementForm S-4”) shallwill, at the time the Registration Statement Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company US BioEnergy’s shareholders and VeraSun’s shareholders or at the time of the Company Stockholders US BioEnergy Shareholders Meeting or the VeraSun Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, that no Act. No representation or warranty is made by the Company US BioEnergy with respect to statements made therein or incorporated by reference in the Joint Proxy Statement based on information supplied by Parent VeraSun or Merger Sub specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (bii) the Joint Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the stockholders of Parent and at the time of the Company Stockholders Stockholders’ Meeting and the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject , except that no representation or warranty is made by Parent or Merger Sub with respect to the accuracy statements made or incorporated by reference therein based on information supplied by or on behalf of the first sentence of Section 5.7, Company. The Form S-4 and the Joint Proxy Statement will will, with respect to information regarding Parent, comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunder; providedExchange Act, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinrespectively.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement of Parent on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock issuable securities in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders Meeting (as 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 light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder; provided, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or required to be supplied by the EarthLink or Combination Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or misleading, and (bii) the Proxy Statement willrelating to the Company's Stockholders Meeting, at the date it the Proxy Statement is first mailed to the Company's stockholders of the Company and at the time of the Company Stockholders Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to Notwithstanding the accuracy of the first sentence of Section 5.7foregoing, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation or warranty is made by the Company EarthLink with respect to statements made therein or incorporated by reference contained in or omitted from any of the foregoing documents based on information supplied or required to be supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference therein. All documents that EarthLink is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the The information supplied or relating to Parent and Merger Sub to be supplied by the Company for inclusion contained in, or incorporation incorporated by reference in in, (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallnot, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they are were made, not misleading or and (b) the Proxy Information Statement will(or any amendment or supplement thereto) will not, at on the date it the Information Statement is first mailed to stockholders of the Company and Stockholders or at the time of the Company Stockholders MeetingInformation Statement (or any amendment or supplement thereto) is filed with the SEC, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they are were made, not misleading. Subject to Notwithstanding the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the foregoing provisions of the Exchange Act and the rules and regulations thereunder; providedthis Section 5.11, however, that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion with respect to information or incorporation statements made or incorporated by reference thereinin the Form S-4 or the Information Statement based upon information supplied by or on behalf of the Company.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in (ai) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”joint proxy statement and prospectus (the "PROSPECTUS/PROXY STATEMENT") shallconstituting a part thereof) (the "S-4 REGISTRATION STATEMENT") will, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the times of the meeting of stockholders of the Company to be held in connection with this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading and (iii) any filing with a Governmental Entity in connection with this Agreement under any Health Benefit Law, will be untrue or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state incorrect in any 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. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinrespect.

Information Supplied. (i) None of the information supplied or to be supplied by the Company AHP for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”Section 5.1) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Joint Proxy Statement/Prospectus (as defined in Section 5.1) will, on the date it is first mailed to Monsanto stockholders or AHP stockholders or at the time of the Monsanto Stockholders Meeting or the AHP Stockholders Meeting (each as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any 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 (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to The Form S-4 and the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder; provided. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), however, that no representation or warranty is made by the Company AHP with respect to statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Parent or Merger Sub specifically Monsanto for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of the Company’s Subsidiaries in writing specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the Proxy Statement will, at the date time it is first mailed to stockholders of the Company and Acquiror Shareholders, at the time it is supplemented or at the time of the Company Stockholders Special 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. Subject Notwithstanding anything to the accuracy of the first sentence of Section 5.7contrary herein, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that Company makes no representation is made by the Company or warranty (including under this Section 5.26 or otherwise) with respect to statements made therein or incorporated by reference in the Proxy Statement/Registration Statement to the extent such statements are based on information supplied by Parent or Merger Sub on behalf of any Acquiror Party in writing specifically for inclusion or incorporation by reference therein.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in (ai) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “proxy statement and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement”") shallwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the times of the meetings of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. (i) None of the information supplied or to be supplied by the Company Spinco specifically for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) the Joint Proxy Statement/Prospectus will, on the date it is first mailed to Regis shareholders or Xxxxxxx-Xxxxxx stockholders or at the time of the Regis Shareholders Meeting or the Xxxxxxx-Xxxxxx Stockholders Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to . (ii) Notwithstanding the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the foregoing provisions of the Exchange Act and the rules and regulations thereunder; providedthis Section 5.3(e), however, that no representation or warranty is made by the Company Spinco with respect to statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Parent or on behalf of Regis, Merger Sub specifically or Subco for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be Registration Statement or any amendment or supplement thereto will, at the time such S-4 Registration Statement or any amendment or supplement thereto is filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the such S-4 Registration Statement becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, made therein not misleading or (bii) the Proxy Statement Statement/Prospectus will, at the date it is first mailed of mailing to stockholders holders of the Company Common Stock and at the time of the Company Stockholders MeetingMeeting 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 made therein, in the light of the circumstances under which they are were made, not misleading. Subject to the accuracy of the first sentence of Section 5.7When filed, the Proxy S-4 Registration Statement will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunder; provided, however, that no . No representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference thereinin the Proxy Statement/Prospectus or the S-4 Registration Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, when filed or at any time it is amended or supplemented or at the time the Registration Statement Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement and the Form S-4 will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation or warranty is made by the Company with respect to information or statements with respect to Parent or any of its Subsidiaries made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement or the Form S-4.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares nStor in connection with the issuance of Parent nStor Common Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"REGISTRATION STATEMENT") shallwill, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, and (bii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders of the Company and at the time of the Company Stockholders Meetingmeeting of the Company's stockholders 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 light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act Act, and the rules and regulations thereunder; provided, however, that no . No representation is made by the Company in this SECTION 4.7 with respect to statements made therein or incorporated by reference in the Proxy Statement based on information supplied by Parent nStor or Merger Sub the nStor Subsidiary specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it or its Subsidiaries in writing specifically for inclusion or incorporation by reference in (ai) the registration statement Registration Statement on Form S-4 (the "Registration Statement") to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration proxy statement and prospectus (the "Proxy Statement”/Prospectus") shallconstituting a part thereof) will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the meeting of shareholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of WPZ specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant with respect to which the issuance of shares of Parent Common Stock issuable in connection with the Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration Statement”) shallwill, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the proxy statement filed by Parent with the SEC in connection with the Parent Stockholder Approval (the “Parent Proxy Statement Statement”) will, at on the date it is first mailed to stockholders of the Company Parent, and at the time of the Company Stockholders Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. Subject to Notwithstanding the accuracy of the first sentence of Section 5.7foregoing, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that WPZ makes no representation is made by the Company or warranty with respect to statements made therein based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. All documents and other papers delivered by or on behalf of Portables or CNCG in connection with this Agreement and the transactions contemplated hereby are true, complete and authentic. No representation or warranty of Portables or CNCG contained in this Agreement and, to the best knowledge of Portables and CNCG, no document or other paper furnished by or on behalf of Portables or CNCG to Zoom or Zoom Sub (or any of their agents) pursuant to this Agreement or in connection with the transactions contemplated hereby, taken as a whole, contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements made, in the context in which made, not false or misleading. There is no fact known to Portables or CNCG that has not been disclosed to Zoom in this Agreement or the Schedules hereto that has or could reasonably be expected to have a Portables Material Adverse Effect. None of the information supplied or to be supplied by the Company Portables or CNCG expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed filings with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of filing, or any amendment thereto, as the Company and at the time of the Company Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to CNCG makes the accuracy of the first sentence of representations in this Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically 3.28 for inclusion or incorporation by reference thereinitself only.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including the joint proxy statement and prospectus, together with any amendments or supplementsthereto (the "Joint Proxy Statement/Prospectus"), constituting a part thereof) (the “"S-4 Registration Statement”") shallwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to , and (b) the accuracy Joint Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date such information is supplied and at the time of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions meetings of the Exchange Act Company shareholders and Parent stockholders to be held to approve or adopt, as the rules and regulations thereunder; providedcase may be, howeverthis Agreement, that no representation is made by contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference statement therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. (i) None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable (as defined in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”Section 5.1) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Joint Proxy Statement/Prospectus (as defined in Section 5.1) will, on the date it is first mailed to the Company stockholders or Parent stockholders or at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting (each as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any 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 (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to The Form S-4 and the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder; provided. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), however, that no representation or warranty is made by the Company Parent with respect to statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied --------------------- or to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplementsOffer Documents, the “Registration Statement”) shallSchedule 14D-9 or the Information Statement will, at the time such document is filed with the Registration Statement becomes effective under SEC, at any time it is amended or supplemented or at the Securities Acttime it is first published, sent or given to the Company's stock holders, contain any untrue statement of a material fact or omit to state any 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 misleading, or (bii) the Proxy Statement (if required) will, at the date it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement The Offer Documents will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunder; provided, however, except that no representation is made by the Company Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership and the Partnership GP, set forth in Section 4.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Partnership Proxy Statement will, at on the date it is first mailed to stockholders of the Company Limited Partners, and at the time of the Company Stockholders Partnership Unitholder 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 and (c) the Parent Proxy Statement will, on the date it is first mailed to the Parent Stockholders, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Subject to Notwithstanding the accuracy of the first sentence of Section 5.7foregoing, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that Parent makes no representation is made by the Company or warranty with respect to statements made therein based on information supplied by Parent or Merger Sub specifically on behalf of the Partnership for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of MAA and MAA LP in writing for inclusion or incorporation by reference in the Form S-4, the Joint Proxy Statement will (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shallForm S-4, at the time the Registration Statement it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (b) in the case of the Joint Proxy Statement willStatement, at the date it time such Joint Proxy Statement is first mailed to stockholders of the Company and MAA’s shareholders or at the time of the Company Stockholders MAA Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to The Form S-4 and the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement will (with respect to MAA, its officers and directors and the MAA Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided, however, that no . No representation or warranty is made by the Company with respect hereunder as to statements made therein based on information or incorporated by reference by in the Form S-4 or the Joint Proxy Statement that were not supplied by Parent or Merger Sub specifically for inclusion on behalf of MAA or incorporation by reference thereinMAA LP.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the a registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (b) the Joint Proxy Statement Statement, will, at the date it is first mailed to stockholders of the Company and to stockholders of Parent and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.75.8, the Registration Statement and the Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied by the Company GM or Xxxxxx for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallProxy Statement will, at the date mailed to shareholders of the Company and at the time of the Registration Statement becomes effective under meeting of shareholders of the Securities ActCompany to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject If at any time prior to the accuracy Effective Time, any event with respect to GM, its officers and directors or any of its subsidiaries should occur which is required to be described in the Proxy Statement, GM shall promptly so advise the Company. (b) Neither the S-4 nor any amendment thereto will at the time it becomes effective under the Securities Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the first sentence circumstances under which they are made, not misleading. No representation or warranty is made by GM or Xxxxxx in this Section 4.5 with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of Section 5.7, its subsidiaries for inclusion or incorporation by reference in the Proxy Statement S-4. The S-4 will comply as to form in all material respects with the provisions of the Exchange Securities Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company Parent, US Corp., Merger Sub or Merger LLC for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC and the Canadian securities regulatory authorities, at the time of any amendment or supplement thereto or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders of the Company and 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. Subject to The Form S-4 and the accuracy of the first sentence of Section 5.7, the Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Act or the Exchange Act and applicable Canadian securities and corporate Laws, as applicable, and the rules and regulations thereunder; provided, however, except that no representation is made by the Company Parent, US Corp., Merger Sub or Merger LLC with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically the Company for inclusion or incorporation by reference therein.

Information Supplied. None The information relating to Parent and the Parent Subsidiaries supplied by or on behalf of the information supplied or Parent and which is to be supplied by the Company for inclusion contained in, or incorporation incorporated by reference in (a) in, the registration statement on Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to be the Parent Shareholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC SEC, is declared effective by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including or is first mailed to Parent Shareholders, contain any amendments untrue statement of any material fact or supplements, omit to state any material fact required to be stated therein or necessary in order to make the “Registration Statement”) shallstatements therein, at the time and in light of the Registration circumstances under which they were made, not false or misleading. The Joint Proxy Statement becomes effective under and the Form S-4 (i) will comply in all material respects as to form with the requirements of the CBCA, both the Exchange Act and the Securities ActAct and the rules and regulations promulgated thereunder, applicable Canadian Securities Laws and the requirements of the NYSE and the TSX, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to Notwithstanding the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the foregoing provisions of the Exchange Act and the rules and regulations thereunder; providedthis Section 4.21, however, that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion with respect to information or incorporation statements made or incorporated by reference thereinin the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of Parent or Merger Sub.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of AMH and AMH OP in writing for inclusion or incorporation by reference in the Form S-4 or the Prospectus/Proxy Statement will (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shallForm S-4, at the time the Registration Statement it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (b) in the case of the Prospectus/Proxy Statement willStatement, at the date it time the Prospectus/Proxy Statement is first mailed to ARPI’s stockholders of the Company and or at the time of the Company Stockholders ARPI 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. Subject to The Form S-4 and the accuracy of the first sentence of Section 5.7, the Prospectus/Proxy Statement will (with respect to AMH, its officers and directors and the AMH Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder; provided, however, that no . No representation or warranty is made by the Company with respect hereunder as to statements made therein based on information or incorporated by reference in the Form S-4 or the Prospectus/Proxy Statement that were not supplied by Parent or Merger Sub specifically for inclusion on behalf of AMH or incorporation by reference thereinAMH OP.

Information Supplied. None of the information supplied --------------------- or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplementsOffer Documents, the “Registration Statement”) shallSchedule 14D-9 or the Information Statement will, at the time such document is filed with the Registration Statement becomes effective under SEC, at any time it is amended or supplemented or at the Securities Acttime it is first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (bii) the Proxy Statement (if required) will, at the date it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders MeetingMeeting (as defined in Section 6.01), 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 light of the circumstances under which they are made, not misleading. Subject to The Schedule 14D-9, the accuracy of the first sentence of Section 5.7, Information Statement and the Proxy Statement (if required) will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically in writing for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderAct; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent Parent, Merger Sub 1 or Merger Sub 2 specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company i-Cube specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares Razorfish in connection with the issuance of Parent Razorfish Common Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the Joint Proxy Statement will, at the date it is first mailed to i-Cube's stockholders of the Company and or at the time of the Company i-Cube 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. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation or warranty is made by the Company i-Cube with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub Razorfish specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership set forth in Article V, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement (which will be included as a prospectus in the Registration Statement) will, at on the date it the Proxy Statement is first mailed to stockholders of the Company Partnership Unitholders and at the time of the Company Stockholders Partnership Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy The Registration Statement will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act and Securities Act. Notwithstanding the rules and regulations thereunder; providedforegoing, however, that Parent makes no representation is made by the Company or warranty with respect to statements made therein based on information supplied by Parent or Merger Sub specifically on behalf of the Partnership for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement willshall, at the date it is first mailed to stockholders of the Company Shareholders and to the Parent Shareholders and at the time of the Company Stockholders Shareholders Meeting and the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereintherein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None of the information supplied or to be supplied by the Company CPA14 in writing for inclusion or incorporation by reference in the Form S-4, the Joint Proxy Statement/Prospectus or in any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement will (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shallForm S-4, at the time the Registration Statement it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meetingeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to , (b) in the accuracy case of the first sentence Joint Proxy Statement/Prospectus, at the time of Section 5.7the mailing thereof or at the time the CPA14 Stockholder Meeting is to be held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (c) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, at the date such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Form S-4 and the Joint Proxy Statement Statement/Prospectus will (with respect to CPA14, its officers and directors and the CPA14 Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunderExchange Act; provided, however, provided that no representation is made by the Company with respect as to statements made therein based on information supplied or incorporated by Parent reference by CPA16 or Merger Sub specifically for inclusion or incorporation by reference thereinSub.

Information Supplied. None of the information supplied relating to the Parent Parties contained in or to be supplied that is provided by the Company Parent Parties in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be or any other document filed with the SEC in connection with the transactions contemplated by Parent pursuant to which shares of Parent Common Stock issuable this Agreement will (a) in the Merger will be registered with case of the SEC (including any amendments or supplements, the “Registration Statement”) shallForm S-4, at the time the Registration Statement it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) with respect to any other document to be filed by the Proxy Statement willParent Parties with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the date it is first mailed to stockholders of the Company and at the time of its filing with the Company Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject The Form S-4 will (with respect to the accuracy of the first sentence of Section 5.7Parent, the Proxy Statement will its officers and directors, and Parent Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunderExchange Act; provided, however, that no representation or warranty is made by the Company with respect hereunder as to statements made therein based on information or incorporated by reference in the Form S-4 that were not supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference thereinany Parent Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares in connection with the issuance of Parent Class A Common Stock issuable in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders MeetingStockholder Meeting (as defined in Section 5.01(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 light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Joint Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder; provided, however, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinin the Joint Proxy Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of JPE set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of AMID specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallStatement will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the Proxy Statement will, at on the date it is first mailed to stockholders of the Company JPE Unitholders, and at the time of the Company Stockholders JPE Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the The Registration Statement and Proxy Statement will comply as to form in all material respects with the provisions applicable requirements of the Securities Act or Exchange Act and Act, as applicable. Notwithstanding the rules and regulations thereunder; providedforegoing, however, that AMID makes no representation is made by the Company or warranty with respect to statements made therein based on information supplied by Parent or Merger Sub specifically on behalf of JPE for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement willshall, at the date it is first mailed to stockholders of the Company Shareholders and at the time of the Company Stockholders Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereintherein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

Information Supplied. None Each of the Company and Parent agree, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent pursuant to which in connection with the issuance of shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “joint proxy statement and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement”") shallwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and (b) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the times of the meetings of stockholders of the Company and Parent to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. (i) None of the information supplied or to be supplied by the Company Regis specifically for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) the Joint Proxy Statement/Prospectus will, on the date it is first mailed to Regis shareholders or Xxxxxxx-Xxxxxx stockholders or at the time of the Regis Shareholders Meeting or the Xxxxxxx-Xxxxxx Stockholders Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Proxy Statement will, at the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Subject to . (ii) Notwithstanding the accuracy of the first sentence of Section 5.7, the Proxy Statement will comply as to form in all material respects with the foregoing provisions of the Exchange Act and the rules and regulations thereunder; providedthis Section 5.1(e), however, that no representation or warranty is made by the Company Regis, Merger Sub or Subco with respect to statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Parent or Merger Sub specifically on behalf of Xxxxxxx-Xxxxxx or Spinco for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company SXCP Conflicts Committee specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant with respect to which the issuance of shares of Parent Common Stock issuable in connection with the Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration Statement”) shallwill, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or misleading, and (b) the proxy statement filed by Parent with the SEC in connection with the Parent Stock Issuance Approval (the “Proxy Statement Statement”) will, at on the date it is first mailed to stockholders of the Company Parent, and at the time of the Company Stockholders Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Subject to Notwithstanding the accuracy of the first sentence of Section 5.7foregoing, the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; provided, however, that SXCP makes no representation is made by the Company or warranty with respect to statements made therein based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference thereinin any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Sub specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 will (except to be filed with the SEC extent revised or superseded by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallsupplements contemplated hereby), at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (bii) the Proxy Statement willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to the accuracy of the first sentence of Section 5.7, the Proxy Statement The Form S-4 will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunder; provided, however, except that no representation is made by the Company Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub the Company specifically for inclusion or incorporation by reference thereinin the Form S-4.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Parent for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (bii) the Joint Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the stockholders of Parent and at the time of the Company Stockholders Stockholders’ Meeting and the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject , except that no representation or warranty is made by Parent with respect to the accuracy statements made or incorporated by reference therein based on information supplied by or on behalf of the first sentence of Section 5.7, Company. The Form S-4 and the Joint Proxy Statement will will, with respect to information regarding Parent, comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunder; providedExchange Act, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinrespectively.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shallwill, at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (bii) the Joint Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the stockholders of Parent and at the time of the Company Stockholders Stockholders' Meeting and the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject , except that no representation or warranty is made by Parent or Sub with respect to the accuracy statements made or incorporated by reference therein based on information supplied by or on behalf of the first sentence of Section 5.7, Company. The Form S-4 and the Joint Proxy Statement will will, with respect to information regarding Parent, comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunder; providedExchange Act, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinrespectively.