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 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 (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. 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 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 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 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 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/prospectus relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, as amended or supplemented from time to time and including all letters to stockholders, notices of meeting and forms of proxies to be distributed to stockholders in connection with the Merger, and any schedules required to be filed with the SEC in connection therewith (the “Joint Proxy Statement 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 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 3.12, however, that no representation or warranty is made by the Company 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 the Company.

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 AREP Oil & Gas or IPO Co. in writing for inclusion or incorporation by reference in to (ai) the registration statement on Form S-4 to be will at the time the S-4 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, and at the time the Registration Statement it becomes effective under the Securities ActAct contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Information Statement will at the date mailed to stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are mademade not misleading, not misleading or (biii) the Proxy Statement will, S-1 will at the date it time the S-1 is first mailed to stockholders of filed with the Company SEC and at the time of it becomes effective under the Company Stockholders Meeting, Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading. Subject to The S-4 and the accuracy of the first sentence of Section 5.7, the Proxy Statement S-1 will comply as to form in all material respects with the provisions of the Exchange Securities Act and the rules and regulations thereunder; provided. Notwithstanding the foregoing, howevernone of AREP Oil & Gas or IPO Co. makes any representation, that no representation is made warranty or covenant with respect to any information supplied or required to be supplied by the Company with respect to statements made therein based on information supplied by Parent that is contained in or Merger Sub specifically for inclusion or incorporation by reference thereinomitted from any of the foregoing documents.

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 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. 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 The Company shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement, and in any event within 14 days after the date hereof, a proxy statement in preliminary form relating to the Shareholders Meeting (as defined in Section 6.4) (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to its and Subsidiaries, that (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by it or to be supplied by the Company 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 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 of mailing to stockholders shareholders of the Company and or 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 were made, not misleading. Subject to Parent shall cooperate in the accuracy preparation of the first sentence of Section 5.7, the Proxy Statement will comply as and shall promptly provide to form the Company any information regarding Parent that is necessary or reasonably appropriate to include in all material respects with the provisions Proxy Statement. Parent agrees that none 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 any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to shareholders of the Company or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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 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 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 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 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 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 (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 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 the Company's stockholders of or the Company and Parent's stockholders or at the time of the Company Stockholders MeetingStockholders' Meeting or the Parent Stockholders' Meeting (as defined in Section 5.1(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 promulgated 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 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 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 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 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 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 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. 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 PhoneTel 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 Davel in connection with the issuance of Parent Davel Common Stock issuable in the Merger will be registered with Transactions (the SEC (including any amendments or supplements, the “Registration Statement”"Form S-4") shall, at the time the Registration Statement Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (bii) the Proxy Statement willshall, at the date it is first mailed to PhoneTel's stockholders of the Company and or at the time of the Company PhoneTel 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 will shall comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder; providedAct, however, except that no representation or warranty is made by the Company PhoneTel with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically Davel for inclusion or incorporation by reference thereinin the Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Company or on behalf of RMRM or any RMRM Subsidiary 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 such document is filed with the Registration Statement becomes SEC, at any time such document is amended or supplemented or at the time such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 stockholders the holders of TRMT Common Shares and the holders of the Company and RMRM Common Shares, at the time of the Company Stockholders TRMT Shareholder Meeting and the RMRM Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. Subject All documents that RMRM is responsible for filing with the SEC in connection with this Agreement, the Merger and the other Transactions, to the accuracy extent relating to RMRM or any RMRM Subsidiary or other information supplied by or on behalf of the first sentence of Section 5.7RMRM or any RMRM Subsidiary for inclusion therein, the Proxy Statement will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect information required to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference be contained therein.

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 statement on Form S-4 N-14 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 First Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration StatementForm N-14”) shallwill, at the time the Registration Statement Form N-14 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 (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 , and (b) the proxy statement to be sent to the accuracy stockholders of the first sentence of Section 5.7Company relating to the Company Stockholders’ Meeting (the “Proxy Statement”) will, at the Proxy Statement will comply as date it or any amendment or supplement is mailed to form in all material respects with the provisions stockholders of the Exchange Act Company and at the rules and regulations thereunder; providedtime of the Company Stockholders’ Meeting, howevercontain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Company with respect regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Acquisition Sub, or to statements made therein based on information supplied by or on behalf of Parent or Merger Acquisition Sub specifically 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 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 promulgated 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 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 (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. 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 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 and Parent Rights 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 Joint Proxy Statement will, at the date it the Joint Proxy Statement is first mailed to the Company's shareholders and Parent's stockholders of the Company and or at the time of the Company Shareholders 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 promulgated 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 thereinin the Joint Proxy Statement.

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. None of the information supplied relating to SOR II or to be supplied any SOR II Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by SOR II or any SOR II Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) 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 supplementsProxy Statement, at the “Registration Statement”) shalltime of the mailing thereof, at the time of the Stockholders Meeting, at the time the Registration Statement becomes effective under the Securities ActForm S-4 is declared 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 made, not misleading misleading, or (b) in the Proxy Statement willcase of the Form S-4, at the date it time such document is first mailed to stockholders of the Company and at the time of the Company Stockholders Meetingdeclared 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 made, not misleading. Subject All documents that SOR II is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the accuracy extent relating to SOR II, its officers, directors and partners and the SOR II Subsidiaries (or other information supplied by or on behalf of the first sentence of Section 5.7, the Proxy Statement SOR II or any SOR II Subsidiaries for inclusion therein) will 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 is made by the Company with respect as to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference thereinby or on behalf of the SOR Parties.

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 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 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 (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 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 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. 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 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 as amended or supplementssupplemented from time to time, 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 the 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 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 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 Act. Notwithstanding the rules and regulations thereunder; providedforegoing, however, that the Company makes no representation is made by the Company or warranty with respect to statements made therein or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference thereinin the Form S-4 or the Proxy Statement, as the case may be.

Information Supplied. None Subject to the accuracy of the representations and warranties of WGP GP, WGP and Merger Sub set forth in Article IV, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of WES and WES GP 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 and (b) the Proxy Statement will, at on the date it is first mailed to stockholders of the Company XXX Limited Partners, and at the time of the Company Stockholders WES 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 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 WES makes no representation is made by the Company or warranty with respect to statements made therein based on information supplied by Parent or on behalf of WGP GP, WGP 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 The information supplied or to be supplied by the Company Asterias for inclusion or incorporation by reference in the Joint Proxy Statement and the Registration Statement will not, (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”) shall, at the time the Registration Statement becomes is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading or and (b) in the case of the Joint Proxy Statement, as of the date the Joint Proxy Statement will, at the date it is first mailed to the stockholders of Asterias and the Company shareholders of BioTime, and at the time of the Company Stockholders Asterias Special Meeting and the BioTime Special Meeting, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading. Subject Notwithstanding the foregoing sentence, Asterias makes no representation or warranty with respect to the accuracy any information supplied by BioTime, Merger Sub or any of their Representatives for inclusion in any of the first sentence of Section 5.7, foregoing documents. The information supplied by Asterias for inclusion in the Joint Proxy Statement and the Registration Statement will comply as to form in all material respects with the provisions applicable requirements of the Securities Act, 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 GeoEye 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 becomes Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, 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 each of DigitalGlobe’s stockholders of the Company and GeoEye’s stockholders or at the time of each of the Company DigitalGlobe Stockholders Meeting and the GeoEye Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they 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 GeoEye with respect to statements made or incorporated by reference therein based on information supplied by Parent DigitalGlobe, Merger Sub or Merger Sub specifically 2 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 Joint Proxy Statement willshall, at the date it is first mailed to stockholders of the Company Stockholders and to 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 of 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 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, and none of the information supplied or (b) to be supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement will, at the date it is first mailed to Parent’s stockholders of and the Company and Stockholders or at the time of the Parent Stockholder Meeting or 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 Form S-4 and Joint Proxy Statement and any other documents filed by Parent with the SEC in connection herewith will comply as to form in all material respects with the provisions requirements of applicable Law, including the Exchange Act and the rules and regulations thereunder; provided, however, except that no representation 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 Form S-4 or Joint Proxy Statement.

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 (a) DIMON and the Company 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 (the “Registration Statement”) to be filed with the SEC by Parent pursuant to which DIMON in connection with the issuance of shares of Parent DIMON Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the proxy statement and prospectus (the “Registration 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 times of the meetings of shareholders of the Company and DIMON 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 or on behalf of the Company and Company OP 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 such document is filed with the Registration Statement becomes SEC, at any time such document is amended or supplemented or at the time such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (b) the Joint Proxy Statement will, at the date that it is first mailed to the Company’s stockholders of the Company and or Parent’s stockholders, at the time of the Company Stockholders Stockholder Meeting and Parent Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC 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, at the date such materials are first mailed to the accuracy Company’s stockholders or Parent’s stockholders and at the time of the first sentence of Section 5.7Company Stockholder Meeting and the Parent Stockholder Meeting, 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 . No representation or warranty is made by the Company in this Section 3.06 with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically Parent OP or any of their respective Representatives for inclusion or incorporation by reference therein.

Information Supplied. (i) 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 F-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 F-4") shallwill, at the time the Registration Statement Form F-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 Endwave to GigOptix 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 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 the light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by Endwave for inclusion or incorporation by reference in the Proxy Statement, on the date it is first mailed to holders of Endwave Common Stock or at the time of the Endwave Special 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 the 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 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 Endwave makes no representation is made by the Company or warranty with respect to statements made therein based on any information supplied by Parent GigOptix or Merger Sub specifically for inclusion or incorporation by reference thereinthat is contained in any of the foregoing documents.

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 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 Parent or Sub, or on behalf of Parent or Sub by financial, legal or accounting advisors to Parent or Sub, either orally during any in person or telephonic meetings in which representatives of Parent are present or 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”) 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 Proxy Statement will, at the date it the Proxy Statement 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. Subject , except that no representation, warranty or covenant is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company, or on behalf of the Company by financial, legal or accounting advisors to the accuracy Company, either orally during any in person or telephonic meetings in which representatives of the first sentence of Section 5.7Company are present or in writing, specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement Statement. The Form S-4 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 thereinSecurities Act.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Company or on behalf of Parent or any Parent Subsidiary 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 such document is filed with the Registration Statement becomes SEC, at any time such document is amended or supplemented or at the time such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 stockholders the holders of the Company Common Shares and the holders of the Parent Common Shares, at the time of the Company Stockholders Shareholder Meeting and the Parent Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC 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 in which they are were made, not misleading. Subject All documents that Parent is responsible for filing with the SEC in connection with this Agreement, the Merger and the other transactions contemplated hereby, to the accuracy extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of the first sentence of Section 5.7Parent or any Parent Subsidiary for inclusion therein, the Proxy Statement will comply as to form form, in all material respects respects, with the provisions of the Securities Act or Exchange Act and the rules and regulations thereunder; providedAct, 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 thereinas applicable.

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 or any of its Subsidiaries expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 N-14 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 First Merger will be registered with the SEC (including any amendments as amended or supplementssupplemented from time to time, the “Registration StatementForm N-14”) shallwill, at the time the Registration Statement Form N-14 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 and (b) the proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders’ Meeting (the “Proxy Statement Statement”) will, at the date it or any amendment or supplement 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 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, misleading (except that no representation or warranty is made by the Company with respect regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Acquisition Sub, or to statements made therein based on information supplied by or on behalf of Parent or Merger Acquisition Sub specifically for inclusion or incorporation by reference therein).

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.

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 information supplied relating to SOR or to be supplied any SOR Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by SOR or any SOR Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) 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 supplementsProxy Statement, at the “Registration Statement”) shalltime of the mailing thereof, at the time of the Stockholders Meeting, at the time the Registration Statement becomes effective under the Securities ActForm S-4 is declared 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 made, not misleading misleading, or (b) in the Proxy Statement will, at the date it is first mailed to stockholders case of the Company and Form S-4 at the time of such document is declared effective by 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 All documents that SOR is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the accuracy extent relating to SOR, its officers, directors and partners and the SOR Subsidiaries (or other information supplied by or on behalf of the first sentence of Section 5.7, the Proxy Statement SOR or any SOR Subsidiaries for inclusion therein) will 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 is made by the Company with respect as to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation incorporated by reference thereinby or on behalf of SOR II.

Information Supplied. None of the information supplied relating to REIT I or to be supplied any REIT I Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by REIT I or any REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) 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 supplementsProxy Statement, at the “Registration Statement”) shalltime of the mailing thereof, at the time of the Stockholders Meeting, at the time the Registration Statement becomes Form S-4 is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, 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 MeetingREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to , or (b) in the accuracy case 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 Form S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. None Each of the Company and Parent agrees, as to itself and its Affiliates, that none of the information supplied or to be supplied by the Company it or any of 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 the shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the prospectus and proxy statement (the “Prospectus/Proxy Statement”) constituting a part thereof) (the “S-4 Registration Statement”) shalland any amendment or supplement thereto 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, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders of the Company and at the time of the Shareholders Meeting (as defined in Section 6.4), contain any untrue statement of a material fact or omit to state any 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 S-4 Registration Statement 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 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. (i) None of the information supplied or to be supplied by the Company MCI for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 (as defined in Section 5.1) to be filed with the SEC by Parent pursuant to which shares WorldCom in connection with the issuance of Parent the WorldCom 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 in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or and (bB) the Joint Proxy Statement Statement/Prospectus (as defined in Section 5.1) included in the Form S-4 related to the MCI Stockholders Meeting and the WorldCom Stockholders Meeting (each, as defined in Section 5.1) and the WorldCom Common Stock to be issued in the Merger will, at on the date it is first mailed to MCI stockholders of the Company and or WorldCom Stockholders or at the time of the Company MCI Stockholders Meeting or the WorldCom 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 3.1(e), however, that no representation or warranty is made by the Company MCI 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 WorldCom for inclusion or incorporation by reference therein.

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

Information Supplied. None of the information supplied or to be supplied by the Company Parent, U.S. 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 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 were 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 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 or warranty is made by the Company Parent, U.S. Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Merger Sub specifically any of its Representatives for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied relating to HI-REIT or to be supplied any HI-REIT Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by HI-REIT or any HI-REIT Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Entity 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 supplementsProxy Statement, at the “Registration Statement”) shalltime of the mailing thereof, at the time of the XXXXXXX XX Special Stockholders Meeting, at the time the Registration Statement becomes Form S-4 is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, 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 MeetingREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Subject to , or (b) in the accuracy case 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 Form S-4 or with respect to any other document to be filed by XXXXXXX XX with the SEC in connection with the REIT Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein, in light of the circumstances under which they are 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 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 or on behalf of the Company in writing expressly 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 not, 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 willwill not, at the date it is first mailed to stockholders of the Company and Company’s shareholders or Parent’s shareholders or at the time of the Company Stockholders Shareholder Meeting or the Parent 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 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. Notwithstanding the foregoing, however, that the Company makes 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 in writing expressly for inclusion or (including by incorporation by reference thereinreference) in the Joint Proxy Statement.

Information Supplied. (a) 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 F-4 to be filed with the SEC by Parent pursuant to which shares Newco in connection with the issuance of Parent Common Stock issuable Newco ADSs in the Merger will be registered with (the SEC (including any amendments or supplements, the “"Registration Statement”") shallwill, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or and (bii) the proxy statement included in the Registration Statement relating to the Company Meeting (as defined in Section 7.4(b)) to be held in connection with the Merger (the "Proxy Statement Statement") and any other documents to be filed by the Company with the SEC (including, without limitation, under the 0000 Xxx) or any other Governmental Authority in connection with the Merger will, at the date it is first dates mailed to stockholders of the Company shareholders and at the time times of the Company Stockholders Meetingsuch 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. 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 of the Securities Act and 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 MCI for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 F-4 to be filed with the SEC by Parent pursuant to which shares BT in connection with the issuance of Parent Common Stock issuable BT ADSs in the Merger will be registered with (the SEC (including any amendments or supplements, the “Registration Statement”"Form F-4") shallwill, at the time the Registration Statement Form F-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 and (bB) the proxy statement/prospectus included in the Form F-4 related to the MCI Stockholders Meeting) (the "Proxy Statement Statement/Prospectus") and, if applicable, the Schedule 13E-3 will, at on the date it is first mailed to MCI stockholders of the Company and or at the time of the Company MCI 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 the Securities Act and the rules and regulations of the SEC 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 (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 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 shareholders of Parent and at the time 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 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 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 or on behalf of Parent for inclusion (or incorporation by reference 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 or the Securities Act, contain Joint Proxy Statement/Prospectus (or any untrue statement of a material fact amendment thereof or omit to state any 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 (bsupplement thereto) the Proxy Statement will, at on the date it is filed and the date it is first mailed to stockholders of the Company Target Stockholders and Parent Shareholders and at the time of the Company Target 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 the light of the circumstances under which they are made, not misleading. Subject Parent will cause the Registration Statement and the Joint Proxy Statement/Prospectus and all related filings with the SEC 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 requirements of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations thereunder; providedthereunder applicable thereto as of the dates of such filings or mailings. Notwithstanding the foregoing, however, that no representation 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 Target for inclusion or incorporation by reference thereinin the Registration Statement or the Joint Proxy Statement/Prospectus.

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 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. (i) None of the information supplied or to be supplied by the Company Oryx 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 in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading or and (bB) the Joint Proxy Statement Statement/Prospectus will, at on the date it is first mailed to Oryx stockholders of the Company and or Xxxx-XxXxx stockholders or at the time of the Company Oryx Stockholders Meeting or the Xxxx-XxXxx 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 The portions of the first sentence of Section 5.7, Form S-4 and the Joint Proxy Statement Statement/Prospectus supplied by Oryx (whether by inclusion or by incorporation by reference therein) 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, 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 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. (a) None of the information supplied or to be supplied in writing by the Company or on behalf of TRMT or any TRMT Subsidiary 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 such document is filed with the Registration Statement becomes SEC, at any time such document is amended or supplemented or at the time such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 stockholders the holders of TRMT Common Shares and the holders of the Company and RMRM Common Shares, at the time of the Company Stockholders TRMT Shareholder Meeting and the RMRM Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. Subject All documents that TRMT is responsible for filing with the SEC in connection with this Agreement, the Merger and the other Transactions, to the accuracy extent relating to TRMT or any TRMT Subsidiary or other information supplied by or on behalf of the first sentence of Section 5.7TRMT or any TRMT Subsidiary for inclusion therein, the Proxy Statement will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect information required to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference be contained 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 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. (i) None of the information supplied or to be supplied by the Company Time Warner 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 in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or misleading, and (bB) the Joint Proxy Statement Statement/Prospectus will, at on the date it is first mailed to Time Warner stockholders of the Company and or America Online stockholders or at the time of the Company Time Warner Stockholders Meeting or the America Online Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they 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, 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. 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 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.