Common use of Information Supplied Clause in Contracts

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange Act.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Schlumberger or any of its Subsidiaries for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment is filed with SEC or supplement thereto) is declared when it 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 to make the statements therein not misleading, (ii) and none of the information supplied or to be supplied by Schlumberger or any of its Subsidiaries and included or incorporated by reference in the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders of Camco or at the time of the Comet Shareholders Meeting or meeting of such stockholders to be held in connection with the Moon Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to Schlumberger or any of its Subsidiaries, (iii) or with respect to other information supplied by Schlumberger or any of its Subsidiaries for inclusion in the Exchange Offer Documents willProxy Statement or S-4, on shall occur which is required to be described in an amendment of, or a supplement to, the date first Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingSEC. The portions of the Proxy Statement/Prospectus , insofar as it relates to Schlumberger or Subsidiaries of Schlumberger or other information supplied by Comet Schlumberger or any of its Subsidiaries for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder, except that no representations or warranties are made by Schlumberger with respect to statements made or incorporated by reference therein based on information supplied by Camco or any of Camco's Subsidiaries.

Information Supplied. (a) None of the The information supplied or to be supplied by the Comet Parties Cyclone for inclusion or incorporation by reference in (i) the registration statement on Form S-4 willor any amendment or supplement thereto pursuant to which shares of Hurricane Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is filed with the SEC and at the time it time it is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time the Form S-4 (and any such post-effective amendment or supplement theretobecomes effective) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The information supplied by Cyclone for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to Cyclone stockholders and Hurricane stockholders in connection with the Merger and the other transactions contemplated by this Agreement (ii) the “Joint Proxy Statement/Prospectus will”) shall not, on the date it the Joint Proxy Statement is first mailed to Comet shareholders or Moon the stockholders of each of Cyclone and Hurricane, at the time of the Cyclone Stockholder Approval or at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingHurricane Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions representations and warranties contained in this Section 4.08 will not apply to statements or omissions included or incorporated by reference in the Joint Proxy Statement based upon information furnished by Hurricane or any of the Proxy Statement/Prospectus supplied its representatives specifically for use or incorporation by Comet will comply as to form in all material respects with the applicable provisions of the Exchange Actreference therein.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Comet Parties Company or any of its Subsidiaries for inclusion or incorporation by reference in (ia) the Form S-4 to be filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 (and is filed with the SEC, at any amendment time it is amended or supplement thereto) is declared 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 therein, in light of the statements therein circumstances under which they are made, not misleading, misleading and (iib) 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/Prospectus ”) will, on at the date it it, or any amendment or supplement to it, is first mailed to Comet shareholders or Moon stockholders or of the Company and at the time of the Comet Shareholders Meeting or the Moon Stockholders Company 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 were 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 (iiiincluding Merger Sub) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent for inclusion or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingincorporation by reference therein). The portions of the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act.

Information Supplied. (a) None of the information supplied provided by or to be supplied by on behalf of the Comet Parties Company for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (including any amendments or supplements, the “Form S-4”) will, at the time the Form S-4 (and any amendment or supplement thereto) is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (iib) the proxy statement/prospectus relating to matters to be submitted to the stockholders of the Company at the Company Stockholders’ Meeting and to the stockholders of Parent at the Parent Stockholders’ Meeting (such proxy statement/prospectus, as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus Prospectus”) will, on at the date it is first mailed to Comet shareholders or Moon the Company’s stockholders and Parent’s stockholders or at the time of the Comet Shareholders Company Stockholders’ Meeting or the Moon Stockholders Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, (iii) however, that, with respect to projected financial information provided by or on behalf of the Exchange Offer Documents willCompany, the Company represents only that such information was prepared in good faith by management of the Company on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement basis of a material fact or omit to state any material fact required assumptions believed by such management to be stated therein or necessary to make reasonable as of the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingtime made. The portions of the Joint Proxy Statement/Prospectus supplied by Comet (other than the portion thereof relating solely to the Parent Stockholders’ Meeting) and the Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting) will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in the Merger (such Form S-4, as amended or supplemented, is herein referred to as the "Form S-4") will, at the time the Form S-4 (is filed with the SEC, and at any amendment time it is amended or supplement thereto) is declared supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 5.2(b)) (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement/Prospectus") will, at the date the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon the Company's stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement which at the time and in the light of a the circumstances under which it is made is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make correct any statement in any earlier communication with respect to the statements therein not solicitation of a proxy for the Stockholders Meeting which has become false or misleading. The portions of No representation is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus based on information supplied in writing by Comet will comply as to form Parent specifically for inclusion or incorporation in all material respects with the applicable provisions of Form S-4 or the Exchange ActProxy Statement/Prospectus.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 willto be filed with the SEC by Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement (the "Share Issuance") pursuant to the Merger (the "S-4"), at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the proxy statement relating to the Company Stockholder Meeting (as hereinafter defined) to be held in connection with the Merger (including any amendments thereto, the "Proxy Statement/Prospectus ") will, on at the date it is first mailed to Comet shareholders or Moon stockholders or and at the time of the Comet Shareholders Meeting or meeting of stockholders to be held in connection with the Moon Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time, any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (iiiwhich Parent shall have a reasonable opportunity to review) the Exchange Offer Documents will, on the date first shall be promptly filed with the SEC and on the date first publishedand, sent or given to the Comet Shareholdersextent required by Law, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given disseminated to the Comet shareholders, contain any untrue statement stockholders of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCompany. The portions of the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no representation is made in this Section 3.7 as to information provided by Parent for inclusion in the S-4 or the Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the "Form S-4") will, at the time the Form S-4 (is filed with the SEC, at any time it is amended or supplemented and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, the "Proxy Statement/Prospectus ") will, on at the date it the Proxy Statement is first mailed to Comet shareholders or Moon the stockholders or of the Company and at the time of the Comet Shareholders Meeting or the Moon Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement or portions thereof that relate only to Parent and its Subsidiaries.

Information Supplied. (a) None of the The information supplied or to be supplied by the Comet Parties Company for -------------------- inclusion or incorporation by reference in (i) the Registration Statements on Form S-4 willto be filed with the Securities and Exchange Commission ("SEC") by Parent in connection with the issuance of the Parent Common Stock in or as a result of the transactions contemplated hereby (the "Form S-4") and any other registration statement on any applicable form to be filed with the SEC to facilitate the resale of shares issued to the Members hereunder (collectively, the "Registration Statements"), shall not at the time the Form S-4 (and any amendment or supplement thereto) respective Registration Statement is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by the Company for inclusion in the proxy statement/prospectus to be sent to the Members of the Company in connection with the meeting of the Company's Members to consider the transactions contemplated by this Agreement (the "Members' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to as the "Proxy Statement/Prospectus") shall not at the date the Proxy Statement/Prospectus is first mailed to the Members, at the time of the Members' Meeting and at the Effective Time, and the information supplied by the Company for inclusion in any prospectus to be used in connection with any Registration Statement filed by the Parent to facilitate the resale of shares issued hereunder by affiliates of the Company (a "Prospectus") shall not at the date such Prospectus is first delivered to offerees and at the effective date of such Prospectus, be false or misleading with respect to any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iv) made therein, in the Schedule 14D-9 willlight of the circumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions Notwithstanding the foregoing, the Company and the Members make no representation or warranty with respect to any information about, or supplied or omitted by, the Parent which is contained in any of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange Actforegoing documents.

Information Supplied. (a) None of the information supplied relating to Parent and the Parent Subsidiaries contained in the Proxy Statement or to be supplied that is provided by Parent and the Comet Parties Parent Subsidiaries in writing for inclusion or incorporation by reference in (i) the Form S-4 willor any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it is filed with the Form S-4 (and SEC, at any amendment time such document is amended or supplement thereto) supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iiib) in the Exchange Offer Documents willcase of the Proxy Statement, on at the date first filed with time of the SEC and on mailing thereof, at the date first publishedtime the Company Stockholder Meeting is held, sent at the time that the Form S-4 is declared effective or given to at the Comet ShareholdersSecond 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 therein, in light of the circumstances under which they are made, not misleading and misleading, or (ivc) the Schedule 14D-9 will, on the date first with respect to any other document to be filed by Parent with the SEC and on in connection with the date first publishedFirst Merger, sent the Second Merger or given to the Comet shareholdersother transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. The portions of Form S-4 and the Proxy Statement/Prospectus supplied by Comet Statement will (with respect to Parent, its officers and directors and the Parent Subsidiaries) comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of Parent or any Parent Subsidiaries.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Parent (including information concerning USF&G) for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (is filed with the SEC, and at any amendment time it is amended or supplement thereto) is declared supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus Statement will, on the date it is first mailed to Comet shareholders or Moon stockholders the holders of Company Common Stock or at the time of the Comet Shareholders Meeting or the Moon Stockholders Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents . The Form S-4 will, on as of its effective date, and the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated prospectus contained therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first publishedas of its date, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions requirements of the Exchange ActSecurities Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion therein. If, at any time prior to the Shareholders' Meeting, any event with respect to Parent, or with respect to other information supplied by Parent for inclusion in the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, any of such documents, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Parent.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the "Form S-4") will, at the time the Form S-4 (is filed with the SEC, at any time it is amended or supplemented and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, the "Proxy Statement/Prospectus ") will, on at the date it is first mailed to Comet shareholders or Moon the stockholders or of the Company and at the time of the Comet Shareholders Meeting or the Moon Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 of the Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties CPA16 or Merger Sub in writing for inclusion or incorporation by reference in (i) the Form S-4 willS-4, the Joint Proxy Statement/Prospectus or in any materials to be delivered by CPA16 or Merger Sub to potential financing sources in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingbecomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iiib) in the Exchange Offer Documents willcase of the Joint Proxy Statement/Prospectus, on at the date first filed with time of the SEC and on mailing thereof or at the date first published, sent or given time the CPA16 Stockholder Meeting is to the Comet Shareholdersbe 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 and or (ivc) in the Schedule 14D-9 willcase of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, on at the date first filed with the SEC and on the date first published, sent or given to the Comet shareholderssuch 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 portions of Form S-4 and the Joint Proxy Statement/Prospectus supplied by Comet will (with respect to CPA16, its officers and directors and the CPA16 Subsidiaries) comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA14.

Information Supplied. (a) None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.9, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Comet Parties Partnership, the General Partner and the Managing GP specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Shares in connection with the Merger (as amended or supplemented from time to time, the “Registration Statement”) will, at the time the Form S-4 (and Registration Statement, or any amendment or supplement thereto) , is declared filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (iib) the Joint Proxy Statement/Prospectus Statement will, on the date it is first mailed to Comet shareholders or Moon stockholders or Limited Partners and the Parent Stockholders, and at the time of the Comet Shareholders Partnership Unitholder Meeting or and the Moon 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 therein, in the light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Joint Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Securities Act or Exchange Act, as applicable. Notwithstanding the foregoing, the Partnership makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 (is filed with the SEC, at any time it is amended or supplemented and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement/Prospectus ”) will, on at the date it the Proxy Statement is first mailed to Comet shareholders or Moon the stockholders or of the Company and at the time of the Comet Shareholders Meeting or the Moon Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

Information Supplied. (a) None Each of Vision Bancshares and Park agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Comet Parties it for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 (Registration Statement and any each amendment or supplement thereto) , if any, is declared filed with the SEC and 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 made therein not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, on at the date it is first mailed of mailing to Comet the Vision Bancshares shareholders or Moon stockholders or and at the time of the Comet Shareholders Meeting or the Moon Stockholders Vision Bancshares Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make as the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholderscase may be, 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 made therein not misleading and (iv) or any statement which, in the Schedule 14D-9 willlight of the circumstances under which such statement is made, on the date first filed will be false or misleading with the SEC and on the date first publishedrespect to any material fact, sent or given to the Comet shareholders, contain any untrue statement of a material fact or which will omit to state any material fact required necessary in order to make the statements made therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement/Prospectus or any amendment or supplement thereto. Each of Vision Bancshares and Park further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Registration Statement and the Proxy Statement/Prospectus to be stated therein false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements made therein not false or misleading. The portions of , to promptly inform the other party thereof and to take the necessary steps to correct the Registration Statement and the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActProspectus.

Information Supplied. (a) None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Comet Parties or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Form S-4 will, at the time the Form S-4 (and or any amendment or supplement thereto) thereto is declared filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, (iib) the Form 10 will, at the time the Form 10 or any amendment or supplement thereto is filed with the SEC or at the time it becomes effective under the Exchange Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading and (c) the Proxy Statement/Prospectus Statement will, on the date it is first mailed to Comet shareholders or Moon stockholders or of the Company, and at the time of the Comet Shareholders Meeting or the Moon Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet Form S-4 will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company for inclusion or incorporation by reference in the foregoing documents.

Information Supplied. (a) None of the information relating to Li3 or any Li3 Subsidiary, which is supplied or to be supplied by the Comet Parties Li3 or any Li3 Subsidiary expressly for inclusion or incorporation by reference in (i) the Form S-4 filings with the SEC or the mailings to the Company’s shareholders and/ or the Li3’s stockholders as it relates to the Tender Offer, the Registration Statement or the Proxy Statement will, at the time the Form S-4 (and date of filing or mailing, or any amendment or supplement thereto) is declared effective under , as the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleadingmisleading (subject to the qualifications and limitations set forth in the materials provided by Li3 and the Li3 Subsidiaries or that is included in the SEC filings or mailings). None of the information supplied or to be supplied by Li3 and the Li3 Subsidiaries expressly for inclusion or incorporation by reference in any of the Signing Filing, the Signing Press Release, the Closing Filing and the Closing Press Release (iiieach such capitalized term, as hereafter defined) (collectively, the Exchange Offer Documents “Ancillary Public Disclosures”) will, on at the date first time filed with the SEC and on the date first published, sent or given to the Comet ShareholdersSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given subject to the Comet shareholdersqualifications and limitations set forth in the materials provided by Li3 and the Li3 Subsidiaries or that is included in the Ancillary Public Disclosures). Notwithstanding the foregoing, contain Li3 makes no representation, warranty or covenant with respect to any untrue statement of a material fact information supplied by or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions on behalf of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActCompany.

Information Supplied. (a) None of the information supplied provided by or to be supplied by the Comet Parties on behalf of Parent or its Subsidiaries for inclusion or incorporation by reference in (i) the Form S-4 Proxy Statement or the Schedule 13E-3 will, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon the Company’s stockholders or and at the time of any meeting of Company stockholders to be held in connection with the Comet Shareholders Meeting or the Moon Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) except that no representation or warranty is made by Parent with respect to statements made therein that were not specifically supplied in writing by or on behalf of Parent. The information supplied or to be supplied by Parent or the Exchange Offer Documents willTrust for inclusion in the Form S-4 shall not, on at the date first time the Form S-4 is filed with the SEC and on or at any time such document is amended or supplemented or declared effective by the date first published, sent or given to the Comet ShareholdersSEC, contain any untrue statement of 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 and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of Form S-4 (solely with respect to the Proxy Statement/Prospectus portion thereof based on information supplied or to be supplied by Comet Parent or the Trust for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent or the Trust) will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder and each such document required to be filed with any Governmental Entity will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Comet Parties or on behalf of TRMT or any TRMT Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the Form S-4 (and SEC, at any amendment time such document is amended or supplement thereto) 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 to make the statements therein not misleading, or (ii) the Joint Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders or the holders of TRMT Common Shares and the holders of the RMRM Common Shares, at the time of the Comet Shareholders TRMT Shareholder Meeting or and the Moon Stockholders RMRM 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 at the statements therein, in light of time the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with Form S-4 is declared effective by the SEC and on or at the date first published, sent or given to the Comet ShareholdersMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed misleading. All documents that TRMT is responsible for filing with the SEC in connection with this Agreement, the Merger and on the date first publishedother Transactions, sent or given to the Comet shareholders, contain extent relating to TRMT or any untrue statement of a material fact TRMT Subsidiary or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet or on behalf of TRMT or any TRMT Subsidiary for inclusion therein, 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 applicable provisions of any applicable Law as to the Exchange Actinformation required to be contained therein.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Parent or Merger Sub for inclusion or incorporation by reference in (ia) any Current Report on Form 8-K or any other report, form, registration, or other filing made with any Governmental Authority with respect to the transactions contemplated hereby or (b) the Form S-4 Proxy Statement will, at the date it is first mailed to Parent’s stockholders and warrantholders or at the time of the Form S-4 (and any amendment Stockholder Meeting or supplement thereto) is declared effective under the Securities ActWarrantholder Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, (ii) except that no representation is made by Parent with respect to statements made or incorporated by reference therein based solely on information supplied by Chaparral in writing for inclusion or incorporation by reference in the Proxy Statement/Prospectus will. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion in the Proxy Statement shall, on at the date it time such document is first mailed to Comet shareholders filed, at the time amended or Moon stockholders supplemented, or at the time of the Comet Shareholders Meeting or Proxy Statement is declared effective by the Moon Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions of the Exchange Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any information supplied by Chaparral which is contained in the Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Comet Parties Company for inclusion or incorporation by reference in (i) the Form S-4 application for a California Permit in connection with the issuance of shares of Parent Common Stock pursuant to the transactions contemplated hereby, including the disclosure documents relating thereto will, at the time the Form S-4 (such application is filed with the Commissioner and any amendment or supplement thereto) at the time the Fairness Hearing is declared effective under the Securities Actheld, 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 Proxy Information Statement provided to Company stockholders in connection with obtaining stockholder approval of the Merger (the "Information Statement/Prospectus ") will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of it is mailed to the Comet Shareholders Meeting or stockholders and at all times during which stockholder consents are solicited in connection with the Moon Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, misleading and (iii) any materials or information provided to Company stockholders in connection with an offer to purchase their shares of Company Common Stock as contemplated in the Exchange Offer Documents Stockholders' Agreement will, on at the date first filed with the SEC and on the date first published, sent or given time it is mailed to the Comet Shareholdersstockholders and at all times during which such stockholders may elect to sell their shares to Parent, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet application for a California Permit will comply as to form in all material respects with the applicable provisions of the Exchange ActCSL, and the rules and regulations thereunder, except that no representation is made by Company with respect to statements made therein based on information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference therein.

Information Supplied. (a) None Subject to the accuracy of the representations and warranties of the Partnership, the Partnership GP and the Partnership GP Delegate set forth in Section 3.7, none of the information supplied (or to be supplied supplied) in writing by the Comet Parties or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Form S-4 Registration Statement will, at the time the Form S-4 (and Registration Statement, or any amendment or supplement thereto) , is declared filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (iib) the Schedule 13E-3 will, at the time the Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, (c) the Partnership Proxy Statement/Prospectus Statement will, on the date it is first mailed to Comet shareholders or Moon stockholders or Limited Partners, and at the time of the Comet Shareholders Meeting or the Moon Stockholders Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, misleading and (iiid) the Exchange Offer Documents Parent Proxy Statement will, on the date it is first filed with mailed to stockholders of Parent, and at the SEC and on time of the date first published, sent or given to the Comet ShareholdersParent 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 not misleading and (iv) therein, in the Schedule 14D-9 willlight of the circumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of Registration Statement and the Parent Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to information supplied by or on behalf of the Partnership for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Comet Parties or on behalf of RMRM or any RMRM Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the Form S-4 (and SEC, at any amendment time such document is amended or supplement thereto) 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 to make the statements therein not misleading, or (ii) the Joint Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders or the holders of TRMT Common Shares and the holders of the RMRM Common Shares, at the time of the Comet Shareholders TRMT Shareholder Meeting or and the Moon Stockholders RMRM 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 at the statements therein, in light of time the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with Form S-4 is declared effective by the SEC and on or at the date first published, sent or given to the Comet ShareholdersMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed misleading. All documents that RMRM is responsible for filing with the SEC in connection with this Agreement, the Merger and on the date first publishedother Transactions, sent or given to the Comet shareholders, contain extent relating to RMRM or any untrue statement of a material fact RMRM Subsidiary or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet or on behalf of RMRM or any RMRM Subsidiary for inclusion therein, 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 applicable provisions of any applicable Law as to the Exchange Actinformation required to be contained therein.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Camco for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Schlumberger Common Stock in the Merger (the "S-4") will, at the time the Form S-4 (and any amendment is filed with the SEC or supplement thereto) is declared when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) and none of the information supplied or to be supplied by Camco and included or incorporated by reference in the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders of Camco or at the time of the Comet Shareholders Meeting or meeting of such stockholders to be held in connection with the Moon Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to Camco or any of its Subsidiaries, (iii) or with respect to other information supplied by Camco for inclusion in the Exchange Offer Documents willProxy Statement or S-4, on shall occur which is required to be described in an amendment of, or a supplement to, the date first Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by law, disseminated to the Comet Shareholders, contain any untrue statement stockholders of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingCamco. The portions of the Proxy Statement/Prospectus , insofar as it relates to Camco or its Subsidiaries or other information supplied by Comet Camco for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder, except that no representations or warranties are made by Camco with respect to statements made or incorporated by reference therein based on information supplied by any member of the STC Affiliated Group.

Information Supplied. (a) None of the information supplied relating to REIT II or to be supplied any REIT II Subsidiary contained or incorporated by reference in the Comet Parties REIT II Proxy Statement or the Form S-4 or that is provided by REIT II or any REIT 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 (ia) in the Form S-4 willcase of the REIT II Proxy Statement, at the time of the initial mailing thereof, at the time of the REIT II Stockholders Meetings, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders SEC or at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (iiib) in the Exchange Offer Documents will, on case of the date first Form S-4 or with respect to any other document to be filed by REIT II with the SEC and on in connection with the date first publishedMergers or the other transactions contemplated by this Agreement, sent or given to at the Comet Shareholderstime of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed misleading. All documents that REIT II is responsible for filing with the SEC and on in connection with the date first publishedtransactions contemplated by this Agreement, sent or given to the Comet shareholdersextent relating to REIT II, contain any untrue statement of a material fact its officers, directors and partners and the REIT II Subsidiaries (or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act.; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT I Parties. Section 5.23

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Purchaser expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Purchaser’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (ia) the Form S-4 through (c), will, at when filed, made available, mailed or distributed, as the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading; provided, however, no representation or warranty is made as to the accounting treatment of Purchaser’s issued and outstanding warrants, or as to any deficiencies in disclosure (iiiincluding with respect to accounting and disclosure controls) arising from the Exchange Offer Documents treatment of such warrants as equity rather than liabilities in Purchaser’s financial statements. None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, on the date first when filed with the SEC and on the date first publishedor distributed, sent or given to the Comet Shareholdersas 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 not misleading and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of Notwithstanding the Proxy Statement/Prospectus foregoing, Purchaser makes no representation, warranty or covenant with respect to any information supplied by Comet will comply as to form in all material respects with or on behalf of Purchaser, the applicable provisions Target Companies or any of the Exchange Acttheir respective Affiliates.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Comet Parties or on behalf of Constellation or any Constellation Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the Form S-4 (and SEC, at any amendment time such document is amended or supplement thereto) 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 to make the statements therein not misleading, or (ii) the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon the common stockholders or of Polaris and Sirius, at the time of the Comet Shareholders Polaris Stockholders Meeting or and the Moon Sirius 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 at the statements therein, in light of time the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with Form S-4 is declared effective by the SEC or at the Sirius-Polaris Merger Effective Time and on the date first published, sent or given to the Comet ShareholdersConstellation-Polaris 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 to make the statements therein therein, in light of the circumstances in which they were made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed misleading. All documents that Constellation is responsible for filing with the SEC and on in connection with the date first publishedMergers, sent or given to the Comet shareholders, contain extent relating to Constellation or any untrue statement of a material fact Constellation Subsidiary or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet or on behalf of Constellation or any Constellation Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the applicable provisions of applicable Law as to the Exchange Actinformation required to be contained therein. The representations and warranties contained in this Section 4.03(t) will not apply to statements or omissions included in the Form S-4 or the Proxy Statement to the extent based upon information supplied to Constellation by or on behalf of the Other Parties.

Information Supplied. (a) None of the information supplied relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or to be supplied that is provided by the Comet Parties Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in (i) the Form S-4 willor any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time the Form S-4 (and any amendment or supplement thereto) is declared it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iiib) in the Exchange Offer Documents willcase of the Proxy Statement/Prospectus, on at the date first filed with time of the SEC and on mailing thereof or at the date first published, sent or given to time the Comet ShareholdersCompany Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading, or (ivc) with respect to any other document to be filed by the Schedule 14D-9 will, on the date first filed Company with the SEC and on in connection with the date first publishedMergers or the other transactions contemplated by this Agreement, sent or given to at the Comet shareholderstime of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. The portions of Form S-4 and the Proxy Statement/Prospectus supplied by Comet will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. (a) None of the information relating to GX or its Affiliates supplied or to be supplied by the Comet Parties GX for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (is filed with the SEC, at any time it is amended or supplemented and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement/Prospectus Statement will, on at the date it the Joint Proxy Statement is first mailed to Comet shareholders or Moon stockholders or the Company Pre-Closing Shareholders and the GX Shareholders and at the time of the Comet Shareholders Company Shareholder Meeting or and the Moon Stockholders GX 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 were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Form S-4 and the Joint Proxy Statement/Prospectus supplied by Comet Statement relating to GX and its Affiliates and the other portions of such documents within the reasonable control of GX will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by GX with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Company for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the "S-4") will, at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the joint proxy statement/prospectus relating to the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent's shareholders at the Parent Shareholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus Prospectus") will, on at the date it is first mailed to Comet shareholders or Moon stockholders or of the Company and Parent and at the time times of the Comet Company Stockholders Meeting and the Parent Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein are made not misleading. The portions of the Joint Proxy Statement/Prospectus supplied by Comet Prospectus, insofar as it relates to the Company Stockholders Meeting, will comply comply, as of its mailing date, as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Parent or Acquisition which is contained in or omitted from any of the foregoing documents or which is incorporated by reference therein.

Information Supplied. (a) None of the information supplied or to -------------------- be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared 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 made therein not misleading, misleading and (ii) the proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Xxxxxx Merger (the "Proxy Statement/Prospectus ") will, on at the date it the Proxy Statement is first mailed to Comet shareholders or Moon stockholders of the Company or at the time of the Comet Shareholders Meeting meeting of stockholders of the Company to be held in connection with the Xxxxxx 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 Moon Stockholders Meetingstatements therein in light of the circumstances under which they are made, not misleading. The Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Xxxxxx Merger will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or provided by the Company in the Schedule 14D-9 will, at the respective times that the Offer Documents and the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange Act.

Information Supplied. (a) None of the information supplied provided (or to be supplied provided) in writing by or on behalf of the Comet Parties Company or its Subsidiaries specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Sodium in connection with the issuance of Sodium Shares as Equity Consideration (which will include the Proxy Statement/Prospectus) (the “Registration Statement”) will, at the time the Form S-4 (and any amendment or supplement thereto) is declared 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, misleading or (iib) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon the Company’s stockholders or and at the time of the Comet Shareholders Meeting or the Moon Stockholders Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus and the Registration Statement (solely with respect to the portion thereof based on information supplied by Comet the Company or its Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by Sodium, Sodium US, Merger Sub or their Affiliates for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.14, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (is filed with the SEC, and at any amendment time it is amended or supplement thereto) is declared 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, (ii) the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon the Company's stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or (iii) the Exchange Offer Documents will, on at the date first filed with time the SEC and on the date Offer Documents or any amendments or supplements thereto are first published, sent or given to holders of Subordinated Notes, as the Comet Shareholderscase may be, or at the time the Debt Offer is consummated, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (iv) therein, in the Schedule 14D-9 willlight of the circumstances under which they were made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions Form S-4 will, as of its effective date, and the prospectus contained therein will, as of its date, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder, 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 Newco specifically for inclusion therein. For purposes of this Agreement, the parties agree that statements made and information in the Form S-4 and the Proxy Statement relating to the Federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by the Company and not by Newco.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Comet Park Parties for inclusion or incorporation by reference in (i) the Form S-4 willor the Proxy Statement will (a) in the case of the Form S-4, at the time such document is filed with the Form S-4 (and SEC, at any amendment time such document is amended or supplement thereto) 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 not misleading, or (iib) in the case of the Proxy Statement/Prospectus will, on the date it such Proxy Statement is first mailed to Comet shareholders or Moon stockholders the Company’s shareholders, or at the time of the Comet Shareholders Meeting Company Shareholder Meeting, or at the Moon Stockholders Meetingtime that the Form 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 were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed . All documents that Park is responsible for filing with the SEC and on in connection with the date first publishedtransactions contemplated herein, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given extent relating to the Comet shareholders, contain Park Parties or any untrue statement of a material fact other Park Subsidiary or omit to state any material fact required to be stated therein other information supplied by or necessary to make the statements therein not misleading. The portions on behalf of the Proxy Statement/Prospectus supplied by Comet Park Parties or any other Park Subsidiary for inclusion therein, 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 applicable provisions of any applicable Law as to the Exchange Actinformation required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement that were not supplied by or on behalf of the Park Parties.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingOffer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement, (iv) the Proxy Statement/Prospectus Statement or (v) the Form S-4 will, on in the date it is first mailed to Comet shareholders or Moon stockholders or case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the time of respective times the Comet Shareholders Meeting Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the Moon Stockholders MeetingCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleadingmisleading or, (iii) in the Exchange Offer Documents willcase of the Form S-4, on at the date time it becomes effective under the Securities Act, or, in the case of the Proxy Statement, if any, at the time the Proxy Statement is first filed with the SEC and on the date first published, sent or given mailed to the Comet ShareholdersCompany's stockholders or at the time of the Stockholders Meeting, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading, except that no representation or warranty is made by Parent or Sub in connection with any of the foregoing with respect to statements made or incorporated by reference therein not misleadingbased on information supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference therein. The portions of the Proxy Statement/Prospectus supplied by Comet Offer Documents will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act, except that no representation or warranty is made by Parent or Sub in connection with any of the foregoing with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied in writing by or on behalf of the Comet Newco Parties for inclusion or incorporation by reference in (i) the Form S-4 or Form S-11 will, at the time such document is filed with the Form S-4 (and SEC, at any amendment time such document is amended or supplement thereto) 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 to make the statements therein not misleading, or (ii) the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders the common stockholders of Nova I or Moon stockholders or Nova II, at the time of the Comet Shareholders Nova I Stockholders Meeting or the Moon Nova II 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 at the statements therein, in light of time the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with Form S-4 is declared effective by the SEC and on or at the date first published, sent Nova I Merger Effective Time or given to the Comet ShareholdersNova II 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 to make the statements therein therein, in light of the circumstances in which they were made, not misleading and (iv) misleading. All documents that the Schedule 14D-9 will, on the date first filed Newco Parties are responsible for filing with the SEC and on in connection with the date first publishedMergers, sent or given to the Comet shareholders, contain any untrue statement of a material fact extent relating to the Newco Parties or omit to state any material fact required to be stated therein other information supplied by or necessary to make the statements therein not misleading. The portions on behalf of the Proxy Statement/Prospectus supplied by Comet Newco Parties for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the applicable provisions of applicable Law as to the Exchange Actinformation required to be contained therein. The representations and warranties contained in this Section 4.04(e) will not apply to statements or omissions included in the Form S-11, Form S-4 or the Proxy Statement to the extent based upon information supplied to the Newco Parties on behalf of the Other Parties.

Information Supplied. (a) None of the information supplied relating to the REIT I Parties or to be supplied any other REIT I Subsidiary contained or incorporated by reference in the Comet REIT I Proxy Statement or the Form S-4 or that is provided by any of the REIT I Parties or any other 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 (ia) in the Form S-4 willcase of the REIT I Proxy Statement, at the time of the initial mailing thereof, at the time of the REIT I Stockholders Meeting, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders SEC or at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (iiib) in the Exchange Offer Documents will, on case of the date first Form S-4 or with respect to any other document to be filed by REIT I with the SEC and on in connection with the date first publishedMergers or the other transactions contemplated by this Agreement, sent or given to at the Comet Shareholderstime of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed misleading. All documents that REIT I is responsible for filing with the SEC and on in connection with the date first publishedtransactions contemplated by this Agreement, sent or given to the Comet shareholdersextent relating to REIT I, contain any untrue statement of a material fact its officers, directors and partners and the REIT I Subsidiaries (or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein) will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act.; provided, that no 38

Information Supplied. (a) No statement, certificate, instrument or other writing furnished or to be furnished by UNUM or any affiliate thereof to Provident pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Comet Parties UNUM for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and is filed with the SEC, at any amendment time it is amended or supplement thereto) is declared supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Joint Proxy Statement/Prospectus Statement will, on at the date it the Joint Proxy Statement is first mailed to Comet shareholders or Moon UNUM's stockholders or at the time of the Comet Shareholders Meeting or the Moon UNUM Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Joint Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange ActAct and the rules and regulations promulgated thereunder, except that no representation or warranty is made by UNUM with respect to statements made or incorporated by reference therein based on information supplied by Provident specifically for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. (a) None Subject to the accuracy of the representations and warranties of the Partnership and the General Partner set forth in Section 4.10, none of the information supplied (or to be supplied supplied) in writing by the Comet Parties or on behalf of Parent, Holdings or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Form S-4 Registration Statement will, at the time the Form S-4 (and Registration Statement, or any amendment or supplement thereto) , is declared filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (iib) the Proxy Statement/Prospectus Schedule 13E-3 will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting Schedule 13E-3, or any amendment thereto, is filed with the Moon Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and (iiic) the Exchange Offer Documents Consent Solicitation Statement/Prospectus will, on the date it is first filed with the SEC and on the date first published, sent or given mailed to the Comet ShareholdersLimited Partners, contain any untrue statement of 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 and (iv) therein, in the Schedule 14D-9 willlight of the circumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Consent Solicitation Statement/Prospectus supplied by Comet Prospectus, the Registration Statement and the Schedule 13E-3 will comply as to form in all material respects with the applicable provisions requirements of the Securities Act or Exchange Act, as applicable. Notwithstanding the foregoing, none of Parent, Holdings or Merger Sub makes any representation or warranty with respect to information supplied by or on behalf of the Partnership or the General Partner for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. (a) None of the The information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 willto be filed by Parent in connection with the issuance of Parent Common Stock in the Merger (the “Form S-4”) shall not, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or any of its representatives expressly for inclusion therein. The information supplied or to be supplied by the Company for inclusion in the proxy statement relating to the Company Shareholders’ Meeting including in the Form S-4 (iiithe “Proxy Statement/Prospectus”) will not, at the Exchange Offer Documents will, on time the date Proxy Statement/Prospectus is first filed mailed to the shareholders of the Company and at the time of any meeting of Company shareholders to be held in connection with the SEC and on the date first published, sent or given to the Comet ShareholdersMerger, contain any untrue statement of 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 and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent in writing expressly for inclusion therein. The portions of Form S-4 and the Proxy Statement/Prospectus (solely with respect to the portion thereof relating to the Company Shareholders’ Meeting but excluding any portion thereof based on information supplied by Comet Parent or any of its representatives expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company expressly for inclusion or incorporation by reference in reference: (i) in any report, form, registration or other filing made with any Governmental Authority with respect to the Form S-4 transactions contemplated by this Agreement and/or ancillary document contemplated thereto; or (ii) any filings with the SEC or mailings to the Company’s stockholders as it relates to the Super 8-K will, at the time the Form S-4 (and date of filing or mailing, or any amendment or supplement thereto) is declared effective under , as the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleadingmisleading (subject to the qualifications and limitations set forth in the materials provided by the Company and the Shuhai Subsidiaries or that is included in the SEC filings or mailings). None of the information supplied or to be supplied by the Company and the Shuhai Subsidiaries expressly for inclusion or incorporation by reference in any of the Signing Filing, the Signing Press Release, the Closing Filing and the Closing Press Release (iiieach such capitalized term, as hereafter defined) (collectively, the Exchange Offer Documents “Ancillary Public Disclosures”) will, on at the date first time filed with the SEC and on the date first published, sent or given to the Comet ShareholdersSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given subject to the Comet shareholders, contain any untrue statement of a material fact qualifications and limitations set forth in the materials provided by the Company and the Shuhai Subsidiaries or omit to state any material fact required to be stated therein or necessary to make that is included in the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActAncillary Public Disclosures).

Information Supplied. (a) None of the information -------------------- supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the proxy statement relating to the meeting of the Company's shareholders, and, if required, a meeting of Parent's shareholders, to be held in connection with the Merger (the "Proxy Statement/Prospectus ") will, on at the date it is first mailed to Comet shareholders or Moon stockholders or and at the time times of the Comet Shareholders Meeting meeting or meetings of shareholders to be held in connection with the Moon Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (iiiwhich Parent shall have a reasonable opportunity to review) the Exchange Offer Documents will, on the date first shall be promptly filed with the SEC and and, as required by law, disseminated to the shareholders of the Company. The Proxy Statement, insofar as it relates to the meeting of the Company's shareholders to vote on the date first publishedMerger, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties NewCo REIT, W. P. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in (i) the Form S-4 willS-4, the Joint Proxy Statement/Prospectus or in any materials to be delivered by NewCo REIT, W. P. Xxxxx or Merger Sub to potential financing sources in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingbecomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iiib) in the Exchange Offer Documents willcase of the Joint Proxy Statement/Prospectus, on at the date first filed with time of the SEC and on mailing thereof or at the date first published, sent or given time the W. P. Xxxxx Stockholder Meeting is to the Comet Shareholdersbe 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 and or (ivc) in the Schedule 14D-9 willcase of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, on at the date first filed with the SEC and on the date first published, sent or given to the Comet shareholderssuch 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 portions of Form S-4 and the Joint Proxy Statement/Prospectus supplied by Comet will (with respect to NewCo REIT, W. P. Xxxxx, Merger Sub, their respective officers and directors and the W. P. Xxxxx Subsidiaries) comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA15.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 Schedule 14D-9 will, at the time the Form S-4 (Schedule 14D-9 is filed with the SEC, and at any amendment time it is amended or supplement thereto) is declared effective under the Securities Actsupplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus will, if any, will contain, on the date it is first mailed to Comet shareholders or Moon stockholders the holders of Company Common Stock or at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingDate, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the expiration or termination of the Offer, the acceptance for payment of Shares pursuant to the Offer or the Meeting Date (iii) if applicable), any event with respect to Parent or Sub, or with respect to information supplied by Parent or Sub specifically for inclusion in the Exchange Offer Documents willor the Proxy Statement, on as applicable, shall occur which is required to be described in an amendment of, or supplement to, such document, such event shall be so described by Parent and Sub and provided to the date first filed Company. All documents that Parent or Sub is responsible for filing with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed in connection with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet transactions contemplated herein will comply as to form form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the applicable provisions of applicable law as to the Exchange Actinformation required to be contained therein. Notwithstanding the foregoing, Parent and Sub make no representation or warranty with respect to the information supplied or to be supplied by the Company for inclusion in the Offer Documents or the Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, at the time the Form S-4 (and any amendment or supplement thereto) is declared becomes effective under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations thereunder or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement/Prospectus Statement (as hereinafter defined) will, on at the date it is first mailed to Comet shareholders or Moon stockholders time of mailing thereof or at the time of the Comet Shareholders Meeting meeting of the stockholders of Parent to be held in connection with the Merger or at the Moon Stockholders MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to the Company or any of its Subsidiaries, (iii) or with respect to other information supplied by the Exchange Offer Documents willCompany for inclusion in the Proxy Statement or S-4, on shall occur which is required to be described in an amendment of, or a supplement to, the date first Proxy Statement or the S- 4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by law, disseminated to the Comet Shareholders, contain any untrue statement stockholders of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingParent. The portions of S-4 and the Proxy Statement/Prospectus , insofar as they relate to the Company or its Subsidiaries or other information supplied by Comet the Company for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Bakex Xxxhxx xx Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment or supplement thereto) is declared becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) and none of the information supplied or to be supplied by Bakex Xxxhxx xx Bakex Xxxhxx Xxx and included or incorporated by reference in the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders of Drilex or at the time of the Comet Shareholders Meeting meeting of such stockholders to be held in connection with the Merger or at the Moon Stockholders MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to Bakex Xxxhxx xx any of its Subsidiaries, (iii) or with respect to other information supplied by Bakex Xxxhxx xx Sub for inclusion in the Exchange Offer Documents willProxy Statement or S-4, on shall occur which is required to be described in an amendment of, or a supplement to, the date first Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingSEC. The portions of the Proxy Statement/Prospectus , insofar as it relates to Bakex Xxxhxx, Xxb or other Subsidiaries of Bakex Xxxhxx xx other information supplied by Comet Bakex Xxxhxx xx Sub for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Exchange Act.Act and the rules and regulations thereunder. (f) Absence of Certain Changes or Events. Except as disclosed in, or reflected in the financial statements included in, the Bakex Xxxhxx XXX Documents or on Schedule 3.2(f), or except as contemplated by this Agreement, since September 30, 1996, there has not been: (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Bakex Xxxhes's capital stock, except for regular quarterly cash dividends not in excess of $.115 per share on Bakex Xxxhxx Xxxmon Stock (or a pro rata amount for any dividend less than a full quarter) with usual record and payment dates for such dividends; (ii) any amendment of any material term of any outstanding equity security of Bakex Xxxhxx xx any Significant Subsidiary; (iii) any repurchase, redemption or other acquisition by Bakex Xxxhxx xx any Subsidiary of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Bakex Xxxhxx xx any Subsidiary, except as contemplated by Bakex Xxxhxx Xxxefit Plans; (iv) any material change in any method of accounting or accounting practice or any tax method, practice or election by Bakex Xxxhxx xx any Subsidiary; or (v) any other transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) that has had a Material Adverse Effect on Bakex Xxxhxx, except for general economic changes and changes that may affect the industries of Bakex Xxxhxx xx any of its Subsidiaries generally. (g)

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Xxxxxxx for inclusion or incorporation in- corporation by reference in (i) the registration statement on Form S-4 F-4 to be filed with the SEC by Shire in connection with the issuance of Ordinary Shares and Shire ADSs in the Merger (the "Form F-4") will, at the time the Form S-4 (and F-4 is filed with the SEC, at any amendment time it is amended or supplement thereto) is declared 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, (ii) the Proxy Statement/Prospectus UK Disclosure Documents will, on the date the UK Disclosure Documents are first mailed to the shareholders of Shire or at the time of the Shire 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 or (iii) the Proxy Statement will, at the date it is first mailed to Comet Xxxxxxx shareholders or Moon stockholders or at the time of the Comet Xxxxxxx Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation is made by Xxxxxxx with respect to statements made or incorporated by reference therein based on information supplied by Shire.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company specifically for inclusion or incorporation by reference in (i) applications for Tax Rulings, the ISA Exemption Application, and/or the registration statement on Form S-4 to be filed with the SEC, and any amendment or supplement thereto (the “Form S-4”) and the Israel Prospectus (if applicable) will, at the time the Form S-4 (and any amendment or supplement thereto) is declared it becomes effective under the Securities ActAct and when published under the ISL, respectively contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances under which they are made. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the notice and proxy statement of the general meeting of the Company’s shareholders to be held in connection with the Merger (ii) the “Proxy Statement/Prospectus ” and the “Company Shareholder Meeting”, respectively) will, on at the date it is first mailed to Comet shareholders or Moon stockholders or of the Company and at the time of the Comet Shareholders Meeting or the Moon Stockholders Company Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein are made not misleading. The portions of the Proxy Statement/Prospectus information supplied or to be supplied by Comet the Company for inclusion in the Form S-4 and the Israel Prospectus will comply as to form in all material respects with the applicable provisions of Form S-4. The Proxy Statement will comply in all material respects with the Exchange Actprovisions of Applicable Law and the charter documents of the Company, 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 in writing specifically for inclusion or incorporation by reference in the Proxy Statement. Notwithstanding the foregoing provisions of this Section 3.5, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the ISA Exemption Application, Form X-0, Xxxxxx Prospectus (if applicable), the Proxy Statement or Company Shareholder Meeting, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. (a) None of the information supplied or to be -------------------- supplied by the Comet Parties Xxxxxxx for inclusion or incorporation by reference in (i) the registration statement on Form S-4 F-4 to be filed with the SEC by Shire in connection with the issuance of Ordinary Shares and Shire ADSs in the Merger (the "Form F-4") will, at the time the -------- Form S-4 (and F-4 is filed with the SEC, at any amendment time it is amended or supplement thereto) is declared 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, (ii) the Proxy Statement/Prospectus UK Disclosure Documents will, on the date the UK Disclosure Documents are first mailed to the shareholders of Shire or at the time of the Shire 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 or (iii) the Proxy Statement will, at the date it is first mailed to Comet Xxxxxxx shareholders or Moon stockholders or at the time of the Comet Xxxxxxx Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation is made by Xxxxxxx with respect to statements made or incorporated by reference therein based on information supplied by Shire.

Information Supplied. (a) None of the information supplied or to be supplied by Enterprises, any of the Comet Parties Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary for inclusion or incorporation by reference in the Proxy Statement and the Registration Statement (ias defined below in SECTION 8.1) the Form S-4 will, to Enterprises' knowledge, at the time the Form S-4 Registration Statement is filed with the Securities and Exchange Commission (the "SEC") and any amendment or supplement thereto) is declared 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, except for such statements or omissions as would not have a Material Adverse Effect on Enterprises and the Remaining Subsidiaries, taken as a whole, or on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole; provided, however, that Enterprises is given a reasonable opportunity to review such information prior to filing and effectiveness. The Proxy Statement and the Registration Statement (ii) except for such portions thereof that relate only to or contain information supplied by Shoney's), to Enterprises' knowledge, will comply as to form in all material respects with the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time provisions of the Comet Shareholders Meeting Securities Act and the Exchange Act and the rules and regulations thereunder. None of the information furnished by Enterprises, any of the Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary in connection with this Agreement or the Moon Stockholders Meetingconsummation of the transactions contemplated by this Agreement (which information is described on SCHEDULE 5.11 to the Enterprises Disclosure Letter), to Enterprises' knowledge, contains or will 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 thereinany information so furnished, in light of the circumstances under which they were madeit is so furnished and as of the date it was furnished, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange Act.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 willS--4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock, Contingent Warrant Shares and Contingent Warrants as required by the terms of this Agreement pursuant to the Merger (the "S-4"), at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement/Prospectus joint proxy statement relating to the Parent Stockholder Meeting (as defined in Section 6.3) and Company Stockholder Meeting (as defined in Section 6.4) to be held in connection with the Merger (the "JOINT PROXY STATEMENT") will, on at the date it is first mailed to Comet shareholders or Moon stockholders or of the Company and Parent and at the time of the Comet Shareholders Parent Stockholder Meeting or and the Moon Stockholders Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event in respect of the Company, its officers and directors, or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (iiiwhich Parent shall have a reasonable opportunity to review) the Exchange Offer Documents will, on the date first shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by Law, disseminated to the Comet Shareholdersstockholders of the Company and Parent. The Joint Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given insofar as it relates to the Comet shareholdersParent Stockholder Meeting and the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder. No representation or warranty is made under this Section 3.7 with respect to any statements made or incorporated by reference in the S-4 or the Joint Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 willto be filed with the SEC by Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement (the "SHARE ISSUANCE") pursuant to the Merger (the "S-4"), at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and (ii) the Proxy Statement/Prospectus proxy statement relating to the Company Stockholder Meeting (as hereinafter defined) and the Parent Stockholder Meeting (as hereinafter defined) if required to be held in connection with the Merger and the Share Issuance (the "PROXY STATEMENT") will, on at the date it is first mailed to Comet shareholders or Moon stockholders or and at the time times of the Comet Shareholders Meeting meetings of stockholders to be held in connection with the Merger or the Moon Stockholders MeetingShare Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required in the view of counsel to the Company to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (iiiwhich Parent shall have a reasonable opportunity to review) the Exchange Offer Documents will, on the date first shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by Law, disseminated to the Comet Shareholdersstockholders of the Company. The Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given insofar as it relates to the Comet shareholdersCompany Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Total for inclusion or incorporation by reference in (i) the Form S-4 willat the time the S-4 is filed with the SEC, at the time it is amended or supplemented, and at the Form S-4 (and any amendment or supplement thereto) is declared time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Joint Proxy Statement/Prospectus will, on at the date it is first mailed to Comet shareholders or Moon the stockholders or of Total, at the date mailed to the stockholders of Xxxxxx, at the time of the Comet Shareholders Meeting or the Moon Total Stockholders Meeting, and at the time of the Xxxxxx Stockholders Meeting (together with the Total Stockholders Meeting, the "Stockholder Meetings") contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the votes at the Stockholder Meetings, any event with respect to Total, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement/Prospectus, Total shall promptly so advise Xxxxxx and such event shall be so described, and such amendment or supplement (iiiwhich Xxxxxx shall have a reasonable opportunity to review) the Exchange Offer Documents will, on the date first shall be promptly filed with the SEC and on the date first publishedand, sent or given to the Comet Shareholdersextent required by Law, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given disseminated to the Comet shareholders, contain any untrue statement stockholders of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingTotal. The portions of the Joint Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no representation is made in this Section 4.8 as to information provided by Xxxxxx for inclusion in the S-4 or the Joint Proxy Statement/Prospectus.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 Schedule 14D-9 will, at the time the Form S-4 (Schedule 14D-9 is filed with the SEC, and at any amendment time it is amended or supplement thereto) is declared effective under the Securities Actsupplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus will, if any, will contain, on the date it is first mailed to Comet shareholders or Moon stockholders the holders of Company Common Stock or at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingDate, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the expiration or termination of the Offer, the acceptance for payment of Shares pursuant to the Offer or the Meeting Date (iii) if applicable), any event with respect to Parent or Sub, or with respect to information supplied by Parent or Sub specifically for inclusion in the Exchange Offer Documents willor the Proxy Statement, on as applicable, shall occur which is required to be described in an amendment of, or supplement to, such document, such event shall be so described by Parent and Sub and provided to the date first filed Company. All documents that Parent or Sub is responsible for filing with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed in connection with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet transactions contemplated herein will comply as to form form, in all material respects, with the provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the applicable provisions of applicable law as to the Exchange Actinformation required to be contained therein. Notwithstanding the foregoing, Parent and Sub make no representation or warranty with respect to the information supplied or to be supplied by the Company for inclusion in the Offer Documents or the Proxy Statement.

Information Supplied. (a) None Each of Axxxxxxx and Park agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Comet Parties it for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Form S-4 (Registration Statement and any each amendment or supplement thereto) , if any, is declared filed with the SEC and 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 not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (iiiii) the Exchange Offer Documents Proxy Statement/Prospectus and any amendment or supplement thereto will, on at the date first filed with the SEC and on the date first published, sent or given of mailing to the Comet ShareholdersAxxxxxxx shareholders and at the time of the Axxxxxxx Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading and (iv) or any statement which, in the Schedule 14D-9 willlight of the circumstances under which such statement is made, on the date first filed will be false or misleading with the SEC and on the date first publishedrespect to any material fact, sent or given to the Comet shareholders, contain any untrue statement of a material fact or which will omit to state any material fact required necessary in order to make the statements made therein, in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement/Prospectus or any amendment or supplement thereto. Each of Axxxxxxx and Park further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Registration Statement and the Proxy Statement/Prospectus to be stated therein false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein made therein, in light of the circumstances under which they were made, not false or misleading. The portions of , to promptly inform the other party thereof and to take the necessary steps to correct the Registration Statement and the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActProspectus.

Information Supplied. (a) The representations or warranties of MICT in this Article III are true, complete and correct as of the date hereof and as of the Closing Date. None of the information supplied or to be supplied by MICT, including without limitation the Comet Parties MICT Financials, expressly for inclusion or incorporation by reference reference: (a) in (i) the any Current Report on Form S-4 will8-K, at the time the Form S-4 (and any amendment exhibits thereto or supplement theretoany other report, form, registration or other filing made with any Governmental Authority (including the SEC) is declared effective under with respect to the Securities Act, contain transactions contemplated by this Agreement or 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, Ancillary Documents; (iib) in the Proxy Statement/Prospectus ; or (c) in the mailings or other distributions to Intermediate and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, on when filed, made available, mailed or distributed, as the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. None of the information supplied or to be supplied by MICT expressly for inclusion or incorporation by reference in any of the Signing Press Release, (iii) the Exchange Offer Documents Signing Filing, the Closing Press Release or the Closing Filing will, on the date first when filed with the SEC and on the date first publishedor distributed, sent or given to the Comet Shareholdersas 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 not misleading and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of Notwithstanding the Proxy Statement/Prospectus foregoing, MICT makes no representation, warranty or covenant with respect to any information supplied by Comet will comply as to form in all material respects with the applicable provisions or on behalf of the Exchange ActIntermediate, or its Affiliates.

Information Supplied. (a) None of the information supplied or -------------------- to be supplied by the Comet Parties Parent or Sub specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingOffer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement, (iv) the Proxy Statement/Prospectus Statement or (v) the Form S-4 will, on in the date it is first mailed to Comet shareholders or Moon stockholders or case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the time of respective times the Comet Shareholders Meeting Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the Moon Stockholders MeetingCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleadingmisleading or, (iii) in the Exchange Offer Documents willcase of the Form S-4, on at the date time it becomes effective under the Securities Act, or, in the case of the Proxy Statement, if any, at the time the Proxy Statement is first filed with the SEC and on the date first published, sent or given mailed to the Comet ShareholdersCompany's stockholders or at the time of the Stockholders Meeting, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading, except that no representation or warranty is made by Parent or Sub in connection with any of the foregoing with respect to statements made or incorporated by reference therein not misleadingbased on information supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference therein. The portions of the Proxy Statement/Prospectus supplied by Comet Offer Documents will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act, except that no representation or warranty is made by Parent or Sub in connection with any of the foregoing with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None Subject in all respects to the accuracy of the representations and warranties of the Company set forth in Article IV hereof, the information supplied or to be supplied by the Comet Parties or on behalf of Buyer and Parent for inclusion or incorporation by reference reference, as such may be timely amended or supplemented, in (i) that portion of the Form S-4 willJoint Proxy/Registration Statement constituting the Registration Statement shall not, at the time the Form S-4 (Registration Statement is filed with the SEC and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading, (ii) that portion of the Joint Proxy/Registration Statement constituting the Proxy Statement/Prospectus willStatement shall not, on at the date it is first mailed to Comet the Company's shareholders or Moon stockholders or and at the time of the Comet Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Moon Stockholders statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the meeting of the Company's shareholders that has become false or misleading and (iii) the Schedule 13E-3 shall not, at the time the Schedule 13E-3 is filed with the SEC and 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 are made, not misleading. If, (iii) at any time prior to the Exchange Offer Documents willEffective Time, any event relating to Parent or Buyer or any of their Affiliates, Associates, officers or directors is discovered by Parent or Buyer that should be set forth in an amendment or a supplement to the Registration Statement, the Proxy Statement or the Schedule 13E-3, Parent or Buyer shall promptly inform the Company. Notwithstanding the foregoing, neither Parent nor Buyer makes any representation or warranty with respect to any information supplied solely by or on behalf of the date first filed Company that is contained in or furnished in connection with the SEC and on preparation of the date first published, sent Joint Proxy/Registration Statement or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading13E-3. The portions of Joint Proxy/Registration Statement and the Proxy Statement/Prospectus supplied by Comet will Schedule 13E-3 shall comply as to form in all material respects with the applicable respective provisions of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder.

Information Supplied. (a) None The Company and Keystone each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Comet Parties it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC by Keystone in connection with the issuance of shares of Keystone Common Stock in the Merger (including the proxy statement and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, at the time the Form S-4 Act, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus thereto will, on at the date it is first mailed of mailing to Comet shareholders or Moon stockholders or and at the time of the Comet Shareholders Meeting or the Moon Stockholders Meeting, in any such case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any information relating to Keystone or the Company, or any of their respective affiliates, officers or directors, should be discovered by Keystone or the Company which should be set forth in an amendment or supplement to any of the S-4 Registration Statement or the Prospectus/Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on party which discovers such information shall promptly notify the date first other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and on the date first publishedand, sent or given to the Comet Shareholdersextent required by law, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given disseminated to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions shareholders of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActCompany and Keystone.

Information Supplied. (a) None of The information relating to Parent, its Subsidiaries, US Holdco and the information supplied or Merger Subs to be supplied by contained in the Comet Parties for inclusion or incorporation by reference in (i) Joint Proxy Statement/Prospectus and the Form S-4 willwill not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to shareholders of Parent or at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Parent Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading, . The Joint Proxy Statement/Prospectus (iiiother than the portions thereof relating solely to the meeting of the shareholders of the Company) and the Form S-4 will comply in all material respects as to form with the requirements of both the Exchange Offer Documents willAct and the Securities Act and the rules and regulations promulgated thereunder. If an Irish Prospectus is required under Irish Prospectus Law, the information relating to the Parent, its Subsidiaries, US Holdco and the Merger Subs to be contained in the Irish Prospectus will not, on the date the Irish Prospectus (and any amendment or supplement thereto) is first filed made available to the public in accordance with the SEC and on the date first published, sent or given to the Comet ShareholdersIrish Prospectus Regulations, 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 therein, at the time and in light of the circumstances under which they were made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent false or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Joint Proxy Statement/Prospectus, the Form S-4 or (if applicable) the Irish Prospectus which were not supplied by Comet will comply as to form in all material respects with the applicable provisions or on behalf of the Exchange ActParent.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Purchaser expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (ia) the Form S-4 through (c), will, at when filed, made available, mailed or distributed, as the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading; provided, however, no representation or warranty is made as to the accounting treatment of Purchaser’s issued and outstanding warrants, or as to any deficiencies in disclosure (iiiincluding with respect to accounting and disclosure controls) arising from the Exchange Offer Documents treatment of such warrants as equity rather than liabilities in Purchaser’s financial statements. None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, on the date first when filed with the SEC and on the date first publishedor distributed, sent or given to the Comet Shareholdersas 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 not misleading and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of Notwithstanding the Proxy Statement/Prospectus foregoing, Purchaser makes no representation, warranty or covenant with respect to any information supplied by Comet will comply as to form in all material respects with or on behalf of Pubco, the applicable provisions Target Companies or any of the Exchange Acttheir respective Affiliates.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Easterly for inclusion or incorporation by reference in (ia) the registration statement on Form F-4 or Form S-4 (as elected by Sirius) to be filed with the SEC by Sirius in connection with the Merger (the “Registration Statement”) will, at the time the Form S-4 (and Registration Statement is filed with the SEC, or at any amendment time it is amended or supplement thereto) is declared 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, (iib) the Proxy Statement/Prospectus Statement will, on at the date it or any amendment or supplement thereto is first filed with the SEC or mailed to Comet shareholders or Moon stockholders holders of the shares of Easterly Common Stock or at the time of the Comet Shareholders Easterly Stockholders Meeting or the Moon 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 were are made, not misleading, misleading or (iiic) the Exchange Warrant Offer Documents will, on at the date first they or any amendments or supplements thereto are filed with the SEC and on or mailed to holders of the date first published, sent Easterly Warrants or given to at the Comet Shareholders, time of the closing of the Warrant Tender Offer contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading and (iv) the Schedule 14D-9 willexcept, in each case, that no representation or warranty is made by Easterly to such portions thereof that relate expressly to Sirius, Merger Sub or any of their Subsidiaries or to statements made or incorporated by reference therein based on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus information supplied by Comet will comply as to form in all material respects with the applicable provisions or on behalf of the Exchange ActSirius or Merger Sub for inclusion or incorporation by reference therein).

Information Supplied. (a) None of the information specifically supplied or to be supplied by the Comet Parties Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (ia) the Form S-4 through (c), will, at when filed, made available, mailed or distributed, as the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. None of the information specifically supplied or to be supplied by Pubco, (iii) First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference in any of the Exchange Offer Documents Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, on the date first when filed with the SEC and on the date first publishedor distributed, sent or given to the Comet Shareholdersas 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 not misleading and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions Notwithstanding the foregoing, none of the Proxy Statement/Prospectus Pubco, First Merger Sub or Second Merger Sub makes any representation, warranty or covenant with respect to any information supplied by Comet will comply as to form in all material respects with or on behalf of Purchaser, the applicable provisions Target Companies or any of the Exchange Acttheir respective Affiliates.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Buyer in connection with the issuance of Buyer Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 (and is filed with the SEC, at any amendment time it is amended or supplement thereto) is declared supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, misleading or (ii) the Company Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon the Company's stockholders or at the time of the Comet Shareholders Meeting or the Moon Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) . The Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Offer Documents willAct, 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 Buyer specifically for inclusion or incorporation by reference in the Company Proxy Statement. At the time of the filing of any disclosure document filed after the date first filed with the SEC and on the date first published, sent or given hereof pursuant to the Comet ShareholdersSecurities Act, the Exchange Act or any state securities law (each a "Company Disclosure Document") other than the Company Proxy Statement, each such Company Disclosure Document (as supplemented or amended) will not 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 not misleading and (iv) made therein, in the Schedule 14D-9 willlight of the circumstances under which they were made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange Act.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Comet Parties Merger Sub or Parent specifically for inclusion or incorporation in the proxy statement contemplated by reference in Section 5.1 (i) together with any amendments and supplements thereto, the Form S-4 will, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the “Proxy Statement/Prospectus ”) will, on the date it is filed and on the date it is first mailed published, sent or given to Comet shareholders or Moon stockholders or the holders of Company Common Stock and at the time of any meeting of the Comet Shareholders Meeting or Company’s stockholders to consider and vote upon the Moon Stockholders Merger Agreement (the “Company Stockholders’ Meeting”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given at any time prior to the Comet ShareholdersCompany Stockholders’ Meeting, contain any untrue statement of a material fact event with respect to either Merger Sub or omit Parent, or with respect to state any material fact information supplied in writing by either Merger Sub or Parent specifically for inclusion in the Proxy Statement, shall occur which is required to be stated therein described in an amendment of, or necessary to make the statements therein not misleading supplement to, such Proxy Statement, such event shall be so described by either Merger Sub or Parent, as applicable, and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given provided to the Comet shareholdersCompany. All documents that Merger Sub or Parent is responsible for filing with any federal, contain state, provincial, local and foreign government, governmental, quasi-governmental, supranational, regulatory or administrative authority, agency, commission or any untrue statement of court, tribunal, or judicial or arbitral body (each, a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet “Governmental Entity”) will comply as to form in all material respects with the applicable provisions of applicable law as to the Exchange Actinformation required to be contained therein. Notwithstanding the foregoing, neither Merger Sub nor Parent makes any representation or warranty with respect to the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties IOI Companies for inclusion or incorporation by reference in (i) the Form S-4 willS-4, at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared effective under upon effectiveness of the Securities Act, S-4 will 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 Proxy Statement/Prospectus S-4 will, on at the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingshareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, misleading or (iii) the Exchange Offer Documents willJoint Proxy Statement/Prospectus, on at the date it is first filed with mailed to IOI's shareholders or at the SEC and on the date first published, sent or given to the Comet Shareholderstime of IOI's shareholder meeting contemplated by Section 6.2, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 willmisleading, on the date first filed or necessary to correct any statement in any earlier communication with the SEC and on the date first published, sent or given respect to the Comet shareholders, contain any untrue statement solicitation of a material fact proxy for the same meeting or omit subject matter thereof which has become misleading. If at any time prior to state the Effective Time any material fact event in respect of any of the IOI Companies or its officers and directors should occur which is required to be stated therein described in an amendment of, or necessary a supplement to, the S-4, IOI shall promptly so advise the Company and such event shall be so described, and IOI shall cooperate in the prompt filing of such amendment or supplement with the SEC, and, as required by Law, shall promptly disseminate such amendment or supplement to make the statements therein not misleading. The portions shareholders of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActCompany.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 willto 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 Form S-4 (and any amendment or supplement thereto) is declared Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the Joint Proxy Statement/Prospectus will, on at the date it is first mailed to Comet shareholders or Moon stockholders or of the Company and at the time of the Comet Shareholders Meeting or the Moon Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading; provided, however, that, in the case of clause (iiia) and (b), no representation or covenant is made by the Exchange Offer Documents will, on the date first filed Company with the SEC and on the date first published, sent or given respect to the Comet Shareholders, contain any untrue statement of a material fact statements made therein based on information supplied by Parent specifically for inclusion or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given incorporation by reference therein. Subject to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions accuracy of the Registration Statement and the first sentence of Section 5.8, the Joint Proxy Statement/Prospectus supplied by Comet and the Registration Statement will comply as to form in all material respects with with, as applicable, the applicable provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation or covenant is made by the Company with respect to the statements made therein based on information supplied by Parent, Merger Sub or LLC Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 will, at the time the Form S-4 (and or any amendment or supplement theretothereto pursuant to which Company Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) is declared effective under shall (i) when filed with the Securities Act, contain any untrue statement of a material fact SEC or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingother regulatory agency, (ii) the Proxy Statement/Prospectus will, on the date when it is first mailed to Comet shareholders or Moon stockholders or declared effective by the SEC, and (iii) at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information to be supplied by the Company for inclusion in the Proxy Statement shall (i) when filed with the SEC or other regulatory agency, (ii) when it (or any amendment thereof or supplement thereto) is mailed to the holders of the Parent Capital Stock or Company Stock, (iii) at the Exchange Offer Documents willtimes of each of the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, on and (iv) at the date first filed with the SEC and on the date first published, sent or given to the Comet ShareholdersEffective 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 therein, in light of the circumstances under which they are made, not misleading misleading. If at any time prior to the Effective Time, any material event with respect to the Company, or with respect to information supplied by the Company specifically for inclusion in the Proxy Statement or Registration Statement, shall occur which is required to be described in an amendment of, or supplement to, the Proxy Statement or Registration Statement, such event shall be so described by the Company and (iv) promptly provided to the Schedule 14D-9 will, on Parent. All documents that the date first filed Company is responsible for filing with the SEC and on in connection with the date first publishedtransactions contemplated herein, sent or given to the Comet shareholders, contain any untrue statement of a material fact extent relating to the Company or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet the Company for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the applicable provisions of any Legal Requirement as to the Exchange Actinformation required to be contained therein. Notwithstanding the foregoing the Company makes no representation or warranty with respect to the information supplied or to be supplied by the Parent or its Affiliates for inclusion in the Proxy Statement or the Registration Statement.

Information Supplied. (a) None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Comet Parties or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Registration Form S-4 will, at the time the Registration Form S-4 (and S-4, or any amendment amendments or supplement supplements thereto) is declared , are filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, (iib) the Proxy Statement/Prospectus Statement will, on the date it is first mailed to Comet shareholders or Moon stockholders or of the Company, and at the time of the Comet Shareholders Meeting or the Moon Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, misleading and (iiic) the Exchange Offer Documents will, on the date first any registration statement to be filed with the SEC and on by Parent in connection with the date first publishedterms of the Note Exchange Agreement will, sent at the time such registration statement, or given to any amendments or supplements thereto, are filed with the Comet ShareholdersSEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading misleading. The Registration Form S-4 and (iv) the Schedule 14D-9 will, on the date first any registration statement to be filed with the SEC and on by Parent in connection with the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions terms of the Proxy Statement/Prospectus supplied by Comet Note Exchange Agreement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act. Notwithstanding the foregoing, Parent and Merger Sub makes no representation or warranty with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. (a) None Assuming the accuracy of information supplied by LabOne for inclusion therein, none of the information supplied or to be supplied by the Comet Parties Holdings for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment or supplement thereto) is declared becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) and none of the information supplied or to be supplied by Holdings and included or incorporated by reference in the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders time of mailing thereof or at the time of the Comet Shareholders Meeting meetings of the stockholders of Holdings or LabOne to be held in connection with the Moon Stockholders MeetingMerger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to Holdings, (iii) or with respect to other information supplied by Holdings for inclusion in the Exchange Offer Documents willProxy Statement or S-4, on shall occur which is required to be described in an amendment of, or a supplement to, the date first Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by law, disseminated to the Comet Shareholders, contain any untrue statement stockholders 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 Holdings and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingLabOne. The portions of S-4 and the Proxy Statement/Prospectus , insofar as they relate to Holdings or other information supplied by Comet Holdings for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties W. X. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in (i) the Form S-4 willS-4, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus willor in any materials to be delivered by W. X. Xxxxx or Merger Sub to potential financing sources in connection with the transactions contemplated by this Agreement will (i) in the case of the Form S-4, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingit becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iiiii) in the Exchange Offer Documents willcase of the Proxy Statement/Prospectus, on at the date first filed with time of the SEC and on mailing thereof or at the date first published, sent or given time the CPA18 Stockholder Meeting is to the Comet Shareholdersbe 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 and misleading, or (iviii) in the Schedule 14D-9 willcase of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, on at the date first filed with the SEC and on the date first published, sent or given to the Comet shareholderssuch 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 portions of Form S-4 and the Proxy Statement/Prospectus supplied by Comet will (with respect to W. X. Xxxxx, Mxxxxx Sub, their respective officers and directors, and the W. X. Xxxxx Subsidiaries) comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA18. As of the date of this Agreement, W. X Xxxxx, in the exercise of its duties as advisor to CPA18 pursuant to the CPA18 Advisory Agreement, does not have Knowledge of the existence of any fact, event or circumstance that constitutes a CPA18 Material Adverse Effect.

Information Supplied. (ai) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (iA) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in the Merger will, at the time the Form S-4 (and any amendment or supplement theretoas defined in SECTION 5.1) is declared filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (iiB) the Proxy Statement/Prospectus (as defined in SECTION 5.1) included in the Form S-4 related to the Company Stockholders Meeting (as defined in SECTION 5.1) and the Parent Common Stock to be issued in the Merger will, on the date it is first mailed to Comet shareholders or Moon stockholders of the Company or at the time of the Comet Shareholders Meeting or the Moon Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iiix) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and or (ivy) the Schedule 14D-9 willbe false or misleading with respect to any material fact, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act.

Information Supplied. (a) None of the information supplied relating to REIT I or to be supplied any REIT I Subsidiary contained or incorporated by reference in the Comet Parties Joint 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 (ia) in the Form S-4 willcase of the Joint Proxy Statement, at the time of the initial mailing thereof, at the time of the REIT I Stockholders Meeting, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders SEC or at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (iiib) in the Exchange Offer Documents will, on case of the date first Form S-4 or with respect to any other document to be filed by REIT I with the SEC and on in connection with the date first publishedREIT Merger or the other transactions contemplated by this Agreement, sent or given to at the Comet Shareholderstime of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed misleading. All documents that REIT I is responsible for filing with the SEC and on in connection with the date first publishedtransactions contemplated by this Agreement, sent or given to the Comet shareholdersextent relating to REIT I, contain any untrue statement of a material fact its officers, directors and partners and the REIT I Subsidiaries (or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein) will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by or on behalf of REIT II or Merger Sub.

Information Supplied. (a) None of The information relating to Parent and its subsidiaries included in the information supplied Proxy Statement/Prospectus, the Form S-4, and any other documents filed or furnished with or to be supplied by the Comet Parties for inclusion SEC pursuant to the Securities Act or incorporation by reference the Exchange Act, in (i) each case in connection with the Merger shall not, on the date the Form S-4 will, at the time the Form S-4 is declared effective (and any amendment or supplement thereto) is declared effective under ), the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) date the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon the Company’s stockholders or and at the time of the Comet Shareholders Meeting or the Moon Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. No representation is made by Parent with respect to statements made in the Proxy Statement/Prospectus, (iii) the Form S-4 or any other document filed or furnished with or to the SEC or pursuant to the Securities Act or the Exchange Offer Documents willAct based on information supplied by the Company expressly for inclusion therein. The portions of the Proxy Statement/Prospectus relating to Parent shall comply in all material respects with the provisions of the Exchange Act, the Securities Act and the rules and regulations thereunder. The information included in the Form F-6 shall not, on the date first the Form F-6 or any amendments or supplements thereto is filed with the SEC and on the date first published, sent or given to the Comet ShareholdersSEC, contain any untrue statement of 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 and (iv) therein, in the Schedule 14D-9 willlight of the circumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange Act.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties for Zurn xxx inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Superholdco in connection with the issuance of shares of Superholdco Common Stock in the Mergers (the "S-4") will, at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the joint proxy statement/prospectus relating to the meetings of Zurn'x xxxckholders and the USI's stockholders to be held in connection with the Mergers and the offer by Superholdco of the shares of Superholdco Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby (the "Joint Proxy Statement/Prospectus ") will, on at the date it is first mailed to Comet shareholders or Moon stockholders or of Zurn xxx USI and at the time times of the Comet Shareholders Meeting or meetings of stockholders of Zurn xxx USI to be held in connection with the Moon Stockholders MeetingMergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time, any event with respect to Zurn, xxs officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, Zurn xxxll promptly so advise USI and such event shall be so described, and such amendment or supplement (iiiwhich USI shall have a reasonable opportunity to review) the Exchange Offer Documents will, on the date first shall be promptly filed with the SEC and, as and on the date first published, sent or given to the Comet Shareholdersextent required by law, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given disseminated to the Comet shareholders, contain any untrue statement stockholders of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingZurn. The portions of the Xxe Joint Proxy Statement/Prospectus supplied by Comet , insofar as it relates to the meeting of Zurn'x xxxckholders to vote on Zurn Xxxger, will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by USI specifically for inclusion or incorporation by reference in such document.

Information Supplied. (a) None Assuming the accuracy of information supplied by Syntroleum for inclusion therein, none of the information supplied or to be supplied by the Comet Parties SLH for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment or supplement thereto) is declared becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) and none of the information supplied or to be supplied by SLH and included or incorporated by reference in the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders time of mailing thereof or at the time of the Comet Shareholders Meeting meetings of the stockholders of SLH or Syntroleum to be held in connection with the Moon Stockholders MeetingMerger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to SLH or any of its Subsidiaries, (iii) or with respect to other information supplied by SLH for inclusion in the Exchange Offer Documents willProxy Statement or S-4, on shall occur which is required to be described in an amendment of, or a supplement to, the date first Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by law, disseminated to the Comet Shareholders, contain any untrue statement stockholders 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 SLH and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingSyntroleum. The portions of S-4 and the Proxy Statement/Prospectus , insofar as they relate to SLH or its Subsidiaries or other information supplied by Comet SLH for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 willto be filed with the SEC by Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement pursuant to the Merger (the "S-4"), at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the proxy statement relating to the Company Stockholder Meeting to be held in connection with the Merger (the "Proxy Statement/Prospectus ") will, on at the date it is first mailed to Comet shareholders or Moon stockholders or and at the time of the Comet Shareholders Meeting or the Moon Stockholders Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event in respect of the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (iiiwhich Parent shall have a reasonable opportunity to review) the Exchange Offer Documents will, on the date first shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by Law, disseminated to the Comet Shareholdersstockholders of the Company. The Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given insofar as it relates to the Comet shareholdersCompany Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder. No representation or warranty is made under this Section 3.7 with respect to any statements made or incorporated by reference in the S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied filed with the SEC by Parent and Newco in connection with the Comet Parties for inclusion or incorporation by reference issuance of shares of Newco Senior Preferred Stock, Newco Redeemable Preferred Stock, Parent Common Limited Partner Interests (as hereinafter defined), Parent Senior Preferred Units and/or Parent Redeemable Preferred Units, as the case may be, in the Merger, the WDOP Merger and the WROP Merger, as applicable (i) the Form S-4 "S-4"), will, at the time the Form S-4 (and any amendment or supplement thereto) is declared becomes effective under the Securities Act, 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 to make the statements therein therein, in light of the circumstances under which they are made, not misleading, (ii) and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement/Prospectus will, on at the date it is first mailed to Comet shareholders stockholders of the Company or Moon stockholders limited partners of WDOP and WROP, as applicable, or at the time of the Comet Shareholders Meeting meeting of such stockholders to be held in connection with the Merger or at the Moon Stockholders Meeting, Effective Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given . If at any time prior to the Comet Shareholders, contain Effective Time any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed event with the SEC and on the date first published, sent or given respect to the Comet shareholdersCompany or any of its Subsidiaries, contain any untrue statement of a material fact or omit with respect to state any material fact required to be stated therein or necessary to make other information supplied by the statements therein not misleading. The portions of Company for inclusion in the Proxy Statement/Prospectus or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement/Prospectus, such event shall be so described, and the Company shall reasonably cooperate with Parent and Newco to cause such amendment or supplement to be promptly filed (if required to be filed) with the SEC and disseminated to the stockholders of the Company and limited partners of WDOP and WROP, as applicable. The Proxy Statement/Prospectus, insofar as it relates to the Company or its Subsidiaries or other information supplied by Comet the Company for inclusion or incorporation by reference therein, will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder and other applicable law.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the Form S-4 will(as hereinafter defined), at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared effective under upon effectiveness of the Securities Act, S-4 will 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 Proxy Statement/Prospectus S-4 will, on at the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingshareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, misleading or (iii) the Exchange Offer Documents willJoint Proxy Statement/Prospectus (as hereinafter defined), on at the date it is first filed with the SEC and on the date first published, sent or given mailed to the Comet ShareholdersCompany's shareholders or at the time of the Company's shareholder meeting contemplated by Section 6.2, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 willmisleading, on the date first filed or necessary to correct any statement in any earlier communication with the SEC and on the date first published, sent or given respect to the Comet shareholders, contain any untrue statement solicitation of a material fact proxy for the same meeting or omit subject matter thereof which has become misleading. If at any time prior to state the Effective Time any material fact event in respect of the Company or its officers and directors should occur which is required to be stated therein described in an amendment of, or necessary a supplement to, the S-4, the Company shall promptly so advise IOI and such event shall be so described, and the Company shall cooperate in the prompt filing of such amendment or supplement with the SEC, and, as required by Law, shall promptly disseminate such amendment or supplement to make the statements therein not misleading. The portions shareholders of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActCompany.

Information Supplied. (a) The representations or warranties of MICT in this ‎Article III are true, complete and correct as of the date hereof and as of the Closing Date. None of the information supplied or to be supplied by MICT, including without limitation the Comet Parties MICT Financials, expressly for inclusion or incorporation by reference reference: (a) in (i) the any Current Report on Form S-4 will8-K, at the time the Form S-4 (and any amendment exhibits thereto or supplement theretoany other report, form, registration or other filing made with any Governmental Authority (including the SEC) is declared effective under with respect to the Securities Act, contain transactions contemplated by this Agreement or 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, Ancillary Documents; (iib) in the Proxy Statement/Prospectus ; or (c) in the mailings or other distributions to Intermediate and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, on when filed, made available, mailed or distributed, as the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. None of the information supplied or to be supplied by MICT expressly for inclusion or incorporation by reference in any of the Signing Press Release, (iii) the Exchange Offer Documents Signing Filing, the Closing Press Release and the Closing Filing will, on the date first when filed with the SEC and on the date first publishedor distributed, sent or given to the Comet Shareholdersas 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 not misleading and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of Notwithstanding the Proxy Statement/Prospectus foregoing, MICT makes no representation, warranty or covenant with respect to any information supplied by Comet will comply as to form in all material respects with the applicable provisions or on behalf of the Exchange ActIntermediate, Beijing Brookfield, ParagonEx or their Affiliates.

Information Supplied. (a) None of the information supplied relating to Cowboy or to be supplied any Cowboy Subsidiary contained or incorporated by reference in the Comet Parties Joint Proxy Statement or the Form S-4 that is provided by Cowboy or any Cowboy Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 willor the Joint Proxy Statement or any other document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Joint Proxy Statement, including any amendment or supplement thereto, at the time of the mailing thereof, at the time of the Cowboy Stockholders Meeting, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or and at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (iiib) in the Exchange Offer Documents will, on case of the date first Form S-4 or with respect to any other document to be filed by Cowboy with the SEC and on in connection with the date first publishedMerger or the other transactions contemplated by this Agreement, sent or given to at the Comet Shareholderstime of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed misleading. All documents that Cowboy is responsible for filing with the SEC and on in connection with the date first publishedtransactions contemplated by this Agreement, sent or given to the Comet shareholdersextent relating to Cowboy, contain any untrue statement of a material fact their officers, directors and partners and the Cowboy Subsidiaries (or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet or on behalf of Cowboy or any Cowboy Subsidiaries for inclusion therein) will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by Frontier or Merger Sub.

Information Supplied. (a) None of the information supplied relating to REIT I or to be supplied any REIT I Subsidiary contained or incorporated by reference in the Comet Parties REIT I Proxy Statement or the Form S-4 or that is provided by any of 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 (ia) in the Form S-4 willcase of the REIT I Proxy Statement, at the time of the initial mailing thereof, at the time of the REIT I Shareholders Meeting, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders SEC or at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (iiib) in the Exchange Offer Documents will, on case of the date first REIT I Proxy Statement or with respect to any other document to be filed by REIT I with the SEC and on in connection with the date first publishedMerger or the other transactions contemplated by this Agreement, sent or given to at the Comet Shareholderstime of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed misleading. All documents that REIT I is responsible for filing with the SEC and on in connection with the date first publishedtransactions contemplated by this Agreement, sent or given to the Comet shareholdersextent relating to REIT I, contain any untrue statement of a material fact its officers, directors and partners and the REIT I Subsidiaries (or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein) will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the NNN REIT Parties.

Information Supplied. (a) The representations or warranties of MICT in this ‎Article III are true, complete and correct as of the date hereof and as of the Closing Date. None of the information supplied or to be supplied by MICT, including without limitation the Comet Parties MICT Financials, expressly for inclusion or incorporation by reference reference: (a) in (i) the any Current Report on Form S-4 will8-K, at the time the Form S-4 (and any amendment exhibits thereto or supplement theretoany other report, form, registration or other filing made with any Governmental Authority (including the SEC) is declared effective under with respect to the Securities Act, contain transactions contemplated by this Agreement or 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, Ancillary Documents; (iib) in the Proxy Statement/Prospectus ; or (c) in the mailings or other distributions to Intermediate and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, on when filed, made available, mailed or distributed, as the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. None of the information supplied or to be supplied by MICT expressly for inclusion or incorporation by reference in any of the Signing Press Release, (iii) the Exchange Offer Documents Signing Filing, the Closing Press Release or the Closing Filing will, on the date first when filed with the SEC and on the date first publishedor distributed, sent or given to the Comet Shareholdersas 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 not misleading and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of Notwithstanding the Proxy Statement/Prospectus foregoing, MICT makes no representation, warranty or covenant with respect to any information supplied by Comet will comply as to form in all material respects with the applicable provisions or on behalf of the Exchange ActIntermediate, or its Affiliates.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 (and any amendment or supplement thereto) to the Form S-4 is declared filed with the SEC, or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus Statement will, on at the date it the Proxy Statement is first mailed to Comet shareholders or Moon the Company's stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Company's Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and (iii) the Exchange Offer Documents management information circular of the Canadian Co. relating to the Canadian Arrangement (the "Canadian Proxy Statement") will, on at the date the Canadian Proxy Statement is first filed with the SEC and on the date first published, sent or given mailed to the Comet ShareholdersCanadian Co.'s shareholders or at the time of the meeting of such shareholders at which the Canadian Arrangement is considered, contain any untrue statement of 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 and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange ActAct and the Canadian Proxy Statement will comply as to form in all material respects with applicable Canadian provincial corporate and securities legislation and the regulations, rules and published policy statements promulgated thereunder (subject, as applicable, to the Relief), except that no representation or warranty is made by the Company or the Canadian Co. with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement or the Canadian Proxy Statement.

Information Supplied. (a) The representations or warranties of MICT in this ‎Article V are true, complete and correct as of the date hereof and as of the Closing Date. None of the information supplied or to be supplied by MICT, including without limitation the Comet Parties MICT Financials, expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to BNN or ParagonEx shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (ia) the Form S-4 through (c), will, at when filed, made available, mailed or distributed, as the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meetingcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. None of the information supplied or to be supplied by MICT expressly for inclusion or incorporation by reference in any of the Signing Press Release, (iii) the Exchange Offer Documents Signing Filing, the Closing Press Release and the Closing Filing will, on the date first when filed with the SEC and on the date first publishedor distributed, sent or given to the Comet Shareholdersas 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 not misleading and (iv) therein, in light of the Schedule 14D-9 willcircumstances under which they are made, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of Notwithstanding the Proxy Statement/Prospectus foregoing, MICT makes no representation, warranty or covenant with respect to any information supplied by Comet will comply or on behalf of BNN and BI China or their respective Affiliates. No representations and warranties in this Section 5.23 are being given as to form the Subsidiaries or business assets to be spun-off in all material respects connection with the applicable provisions of the Exchange ActSpin-Off.

Information Supplied. (a) None of the information supplied or to -------------------- be supplied by the Comet Parties Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 willto be filed with the SEC by Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement pursuant to the Merger (the "S-4"), at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the proxy statement relating to the Company Stockholder Meeting to be held in connection with the Merger (the "Proxy Statement/Prospectus ") will, on at the date it is first mailed to Comet shareholders or Moon stockholders or and at the time of the Comet Shareholders Meeting or the Moon Stockholders Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event in respect of the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (iiiwhich Parent shall have a reasonable opportunity to review) the Exchange Offer Documents will, on the date first shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by Law, disseminated to the Comet Shareholdersstockholders of the Company. The Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given insofar as it relates to the Comet shareholdersCompany Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder. No representation is made under this Section 3.7 with respect to any statements made or incorporated by reference in the S-4 or the Proxy Statement based on information supplied by the Parent specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties UEC or any of its Subsidiaries for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment is filed with the SEC or supplement thereto) is declared when it 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 to make the statements therein not misleading, (ii) and none of the information supplied or to be supplied by UEC or any of its Subsidiaries and included or incorporated by reference in the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders of NDS or at the time of the Comet Shareholders Meeting or meeting of such stockholders to be held in connection with the Moon Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to UEC or any of its Subsidiaries, (iii) or with respect to other information supplied by UEC or any of its Subsidiaries for inclusion in the Exchange Offer Documents willProxy Statement or S-4, on shall occur that is required to be described in an amendment of, or a supplement to, the date first Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingSEC. The portions of the Proxy Statement/Prospectus , insofar as it relates to UEC or Subsidiaries of UEC or other information supplied by Comet UEC or any of its Subsidiaries for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder, except that no representations or warranties are made by UEC with respect to statements made or incorporated by reference therein based on information supplied by NDS or any of NDS's Subsidiaries.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 willto be filed with the SEC by Parent in connection with the issuance of Parent Common Stock as required by the terms of this Agreement pursuant to the Merger (the "S-4"), at the time the Form S-4 (is filed with the SEC and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement/Prospectus proxy statement relating to the Company Stockholder Meeting to be held in connection with the Merger (the "PROXY STATEMENT") will, on at the date it is first mailed to Comet shareholders or Moon stockholders or and at the time of the Comet Shareholders Meeting or the Moon Stockholders Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event in respect of the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (iiiwhich Parent shall have a reasonable opportunity to review) the Exchange Offer Documents will, on the date first shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by Law, disseminated to the Comet Shareholdersstockholders of the Company. The Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given insofar as it relates to the Comet shareholdersCompany Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder. No representation is made under this Section 3.7 with respect to any statements made or incorporated by reference in the S-4 or the Proxy Statement based on information supplied by Parent specifically for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied relating to Hammer or to be supplied any Hammer Subsidiary contained or incorporated by reference in the Comet Parties Joint Proxy Statement or the Form S-4 that is provided by Hammer or any Hammer Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 willor the Joint Proxy Statement or any other document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Joint Proxy Statement, including any amendment or supplement thereto, at the time of the mailing thereof, at the time of the Hammer Stockholders Meeting, at the time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or and at the time of the Comet Shareholders Meeting or the Moon Stockholders MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, or (iiib) in the Exchange Offer Documents will, on case of the date first Form S-4 or with respect to any other document to be filed by Hammer with the SEC and on in connection with the date first publishedMerger or the other transactions contemplated by this Agreement, sent or given to at the Comet Shareholderstime of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed misleading. All documents that Hammer is responsible for filing with the SEC and on in connection with the date first publishedtransactions contemplated by this Agreement, sent or given to the Comet shareholdersextent relating to Hammer, contain any untrue statement of a material fact their officers, directors and partners and the Hammer Subsidiaries (or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet or on behalf of Hammer or any Hammer Subsidiaries for inclusion therein) will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or information supplied or incorporated by reference by or on behalf of Xxxxxx or its Affiliates.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Bakex Xxxhxx xx Sub for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment or supplement thereto) is declared becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) and none of the information supplied or to be supplied by Bakex Xxxhxx xx Bakex Xxxhxx Xxx and included or incorporated by reference in the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders of Drilex or at the time of the Comet Shareholders Meeting meeting of such stockholders to be held in connection with the Merger or at the Moon Stockholders MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of 17 24 the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to Bakex Xxxhxx xx any of its Subsidiaries, (iii) or with respect to other information supplied by Bakex Hughxx xx Sub for inclusion in the Exchange Offer Documents willProxy Statement or S-4, on shall occur which is required to be described in an amendment of, or a supplement to, the date first Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingSEC. The portions of the Proxy Statement/Prospectus , insofar as it relates to Bakex Xxxhxx, Xxb or other Subsidiaries of Bakex Xxxhxx xx other information supplied by Comet Bakex Xxxhxx xx Sub for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Exchange Act.Act and the rules and regulations thereunder. (f) Absence of Certain Changes or Events. Except as disclosed in, or reflected in the financial statements included in, the Bakex Xxxhxx XXX Documents or on Schedule 3.2(f), or except as contemplated by this Agreement, since September 30, 1996, there has not been: (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Bakex Xxxhes's capital stock, except for regular quarterly cash dividends not in excess of $.115 per share on Bakex Xxxhxx Xxxmon Stock (or a pro rata amount for any dividend less than a full quarter) with usual record and payment dates for such dividends; (ii) any amendment of any material term of any outstanding equity security of Bakex Xxxhxx xx any Significant Subsidiary; (iii) any repurchase, redemption or other acquisition by Bakex Xxxhxx xx any Subsidiary of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Bakex Xxxhxx xx any Subsidiary, except as contemplated by Bakex Xxxhxx Xxxefit Plans; (iv) any material change in any method of accounting or accounting practice or any tax method, practice or election by Bakex Xxxhxx xx any Subsidiary; or (v) any other transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) that has had a Material Adverse Effect on Bakex Xxxhxx, except for general economic changes and changes that may affect the industries of Bakex Xxxhxx xx any of its Subsidiaries generally. (g)

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties Parent or Newco for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 (and any amendment or supplement thereto) is declared becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, (ii) and none of the information supplied or to be supplied by Parent or Newco and included or incorporated by reference in the Proxy Statement/Prospectus will, on at the date it is first mailed to Comet shareholders or Moon stockholders or of the Company, at the time of the Comet Shareholders Meeting meeting of such stockholders to be held in connection with the Merger, at the date mailed to limited partners of WDOP and WROP or at the Moon Stockholders MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given . If at any time prior to the Comet ShareholdersEffective Time any event with respect to Parent or Newco or any of their Subsidiaries, contain any untrue statement of a material fact or omit with respect to state any material fact required to be stated therein other information supplied by Parent or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of Newco for inclusion in the Proxy Statement/Prospectus or the S-4, shall occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement/Prospectus, such event shall be so described, and such amendment or supplement shall be promptly filed (if required to be filed) with the SEC. The Proxy Statement/Prospectus, insofar as it relates to Parent or Newco or other Subsidiaries of Parent or Newco or other information supplied by Comet Parent or Newco for inclusion or incorporation by reference therein, will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties or on behalf of Parent or HoldCo specifically for inclusion or incorporation by reference in (i) the Form S-4 F-4 will, at the time the Form S-4 (F-4 is filed with the SEC, at any time it is amended or supplemented, and any amendment or supplement thereto) is declared at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, (ii) the Proxy Statement/Prospectus will, on at the date it (and any amendment or supplement thereto) is first mailed to Comet shareholders or Moon the stockholders or of the Company and the stockholders of Parent and at the time of the Comet Shareholders Company Stockholders’ Meeting or and the Moon Stockholders Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents Spanish Prospectus will, on at the date first time it is filed with and approved by the SEC and on the date first published, sent or given to the Comet ShareholdersCNMV, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading and misleading; or (iv) the Schedule 14D-9 Parent Board Reports will, on at the date time they are first filed with the SEC and on the date first published, sent or given made available to the Comet shareholdersstockholders of Parent and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or HoldCo with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Form F-4 or the Proxy Statement/Prospectus. The portions of Form F-4 and the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act, respectively. The Parent Board Reports and the Spanish Prospectus will comply as to form in all material respects with the requirements of applicable Law, including the CNMV and the Spanish Stock Exchanges/SIBE rules and regulations.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties NDS for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of UEC Common Stock in the Merger (the "S-4") will, at the time the Form S-4 (and any amendment is filed with the SEC or supplement thereto) is declared when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) and none of the information supplied or to be supplied by NDS and included or incorporated by reference in the Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders of NDS or at the time of the Comet Shareholders Meeting or meeting of such stockholders to be held in connection with the Moon Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to NDS or any of its Subsidiaries, (iii) or with respect to other information supplied by NDS for inclusion in the Exchange Offer Documents willProxy Statement or S-4, on shall occur that is required to be described in an amendment of, or a supplement to, the date first Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by law, disseminated to the Comet Shareholders, contain any untrue statement stockholders of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingNDS. The portions of the Proxy Statement/Prospectus , insofar as it relates to NDS or its Subsidiaries or other information supplied by Comet NDS for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Exchange ActAct and the rules and regulations thereunder, except that no representations or warranties are made by NDS with respect to statements made or incorporated by reference therein based on information supplied by UEC or any of its Subsidiaries.

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties LabOne for inclusion or incorporation by reference in (i) Holdings's 1998 Form 10-Ks, Form 10-Qs or Form 8-Ks or the Registration Statement on Form S-4 to be filed with the SEC by Holdings in connection with the issuance of shares of Surviving Corporation Common Stock in the Merger (the "S-4") will, at the time the Form S-4 (and any amendment or supplement thereto) is declared becomes effective under the Securities Act, and the rules and regulations thereunder or at the Effective Time (or in the case of Holdings's Form 10-K, upon filing thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by LabOne and included or incorporated by reference in the related joint proxy statement (ii) the "Proxy Statement/Prospectus ") will, on at the date it is first mailed to Comet shareholders or Moon stockholders time of mailing thereof or at the time of the Comet Shareholders Meeting meetings of the stockholders of Holdings or LabOne to be held in connection with the Moon Stockholders MeetingMerger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event with respect to LabOne or any of its Subsidiaries, (iii) or with respect to other information supplied by LabOne for inclusion in the Exchange Offer Documents willProxy Statement or S-4, on shall occur which is required to be described in an amendment of, or a supplement to, the date first Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and on the date first publishedand, sent or given as required by law, disseminated to the Comet Shareholders, contain any untrue statement stockholders 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 Holdings and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingLabOne. The portions of S-4 and the Proxy Statement/Prospectus , insofar as they relate to LabOne or its Subsidiaries or other information supplied by Comet LabOne for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder.

Information Supplied. (a) None of the information supplied or to be -------------------- supplied by the Comet Parties Xxxxxxx for inclusion or incorporation by reference in (i) the registration statement on Form S-4 F-4 to be filed with the SEC by Shire in connection with the issuance of Ordinary Shares and Shire ADSs in the Merger (the "Form F-4") will, at the time the Form S-4 (and F-4 is filed with the SEC, at any amendment time it is amended or supplement thereto) is declared -------- 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, (ii) the Proxy Statement/Prospectus UK Disclosure Documents will, on the date the UK Disclosure Documents are first mailed to the shareholders of Shire or at the time of the Shire 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 or (iii) the Proxy Statement will, at the date it is first mailed to Comet Xxxxxxx shareholders or Moon stockholders or at the time of the Comet Xxxxxxx Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange ActAct and the rules and regulations thereunder, except that no representation is made by Xxxxxxx with respect to statements made or incorporated by reference therein based on information supplied by Shire.

Information Supplied. (a) None Each of Purchaser and Seller agrees, solely as to information it provides, that none of the information supplied included or to be supplied by the Comet Parties for inclusion or incorporation incorporated by reference in (i) the Form S-4 Tender Offer Documents and the Proxy Documents will, as of the dates such documents are filed with the SEC or the New York Stock Exchange, as of the date of the consummation or expiration of the Tender Offer (in the case of the Tender Offer Documents) and at the time of the Form S-4 Stockholders Meeting (and any amendment or supplement thereto) is declared effective under in the Securities Actcase of the Proxy Documents), 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 Proxy Statement/Prospectus will, on the date it is first mailed to Comet shareholders or Moon stockholders or at the time of the Comet Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) . Each of Purchaser and Seller agrees to promptly correct any information provided by it for use in the Exchange Tender Offer Documents willor the Proxy Documents, on if and to the date first extent that such information shall have become false or misleading in any material respect, and Pellxx xxxther agrees to take all steps necessary to amend or supplement the Tender Offer Documents it has filed or the Proxy Documents, as the case may be, and to cause such documents as so amended or supplemented to be filed with the SEC and on the date first published, sent or given New York Stock Exchange and to be disseminated to the Comet Shareholdersholders of Common Stock, contain in each case as and to the extent required by applicable Law. Seller shall provide Purchaser and its counsel with any untrue statement of a material fact comments or omit other communications, whether written or oral, that Seller may receive from time to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with time from the SEC and on the date first published, sent or given its staff with respect to the Comet shareholders, contain any untrue statement of a material fact Tender Offer Documents or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with Documents promptly after the applicable provisions receipt of the Exchange Actsuch comments or other communications.

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

Information Supplied. (a) None of the information supplied or to be supplied by the Comet Parties IMC or its Subsidiaries specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Newco in connection with the issuance of shares of Newco Stock (other than Newco Class B Common Stock) in the Merger (and, to the extent permitted under applicable SEC rules and regulations, the Contribution) (as amended or supplemented from time to time, the “Form S-4“) will, at the time the Form S-4 (and any amendment or supplement thereto) is declared becomes effective under the Securities 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the proxy statement relating to the IMC Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to IMC’s stockholders, the “Proxy Statement/Prospectus “) will, on at the date it is first mailed to Comet shareholders or Moon the stockholders or of IMC and at the time of the Comet Shareholders Meeting or the Moon IMC Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, (iii) no representation or warranty is made by IMC with respect to statements made or incorporated by reference in the Exchange Offer Documents will, Form S-4 or the Proxy Statement based on information supplied by Newco or Cargill or its Subsidiaries specifically for inclusion or incorporation by reference in the date first filed with the SEC and on the date first published, sent Form S-4 or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, on the date first filed with the SEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus supplied by Comet will comply as to form in all material respects with the applicable provisions of the Exchange Act.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Comet Parties or on behalf of Parent or any Parent Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 will, at the time such document is filed with the Form S-4 (and SEC, at any amendment time such document is amended or supplement thereto) 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 to make the statements therein not misleading, or (ii) the Joint Proxy Statement/Prospectus Statement will, on at the date it is first mailed to Comet shareholders or Moon stockholders or the holders of the Company Common Shares and the holders of the Parent Common Shares, at the time of the Comet Shareholders Company Shareholder Meeting or and the Moon Stockholders 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 at the statements therein, in light of time the circumstances under which they were made, not misleading, (iii) the Exchange Offer Documents will, on the date first filed with Form S-4 is declared effective by the SEC and on or at the date first published, sent or given to the Comet ShareholdersEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading and (iv) the Schedule 14D-9 will, on the date first filed misleading. All documents that Parent is responsible for filing with the SEC in connection with this Agreement, the Merger and on the date first publishedother Transactions, sent or given to the Comet shareholders, contain extent relating to Parent or any untrue statement of a material fact Parent Subsidiary or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement/Prospectus other information supplied by Comet or on behalf of Parent or any Parent Subsidiary for inclusion therein, 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 applicable provisions of any applicable Law as to the Exchange Actinformation required to be contained therein.