Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly for inclusion or incorporation by reference in (a) the Form N-14 will, at the time the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein).

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Article IV, none of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly or Merger Sub for inclusion or incorporation by reference in (a) the Joint Proxy Statement/Prospectus and the Form N-14 S-4 (and any amendment or supplement thereto) will, at the time the Form N-14 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’s or Parent’s stockholders, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading, . Parent and (b) Merger Sub shall use commercially reasonable efforts to ensure the Joint Proxy Statement will, at Statement/Prospectus and the date it or any amendment or supplement is mailed Form S-4 (i) will comply as to stockholders form in all material respects with the requirements of the Company Exchange Act and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, (ii) will not contain any untrue statement of a any material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they are made, not misleading (false or misleading, except that Parent and Merger Sub will make no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made included or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (a) the Form N-14 joint Rule 13e-3 Transaction Statement to be filed with the SEC in respect of the Merger (the “Schedule 13E-3”) (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the time the Form N-14 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and or (b) the Joint Proxy Statement (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the date it (or any amendment or supplement thereto) is mailed first published, sent or given to stockholders shareholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ MeetingCompany, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading. The Schedule 13E-3 and the Proxy Statement will comply in all material respects with the Securities Laws, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent, Alkaloida, TDC, SPH or on behalf of the Company Merger Sub for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly any Acquiror Party in writing specifically for inclusion or incorporation by reference in (ai) the Form N-14 Registration Statement will, at the time the Form N-14 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities ActAct contain any untrue statement of 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 (ii) the Proxy Statement will, at the time it is first mailed to the Acquiror Shareholders, at the time it is supplemented or at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding anything to the contrary herein, and (b) the Joint Proxy Statement will, at the date it or no Acquiror Party makes any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company (including under Section 6.08, this Section 6.17 or any of its Subsidiaries, or otherwise) with respect to statements made therein or incorporated by reference in the Proxy Statement/Registration Statement to the extent such statements are based on information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 S-4 to be filed with the SEC by Parent in connection with the Share Issuance (the “Form S-4”) will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting (as defined in Section 6.01(e)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the . The Joint Proxy Statement will, at will comply as to form in all material respects with the date it or any amendment or supplement is mailed to stockholders requirements of the Company Exchange Act and stockholders of Parent the rules and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Sub in writing for inclusion or incorporation by reference therein)in the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company or any other Company Party for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Parent Stock Issuance (athe “Form S-4”) the Form N-14 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. None of the circumstances under which they are made, not misleading, and (b) information supplied or to be supplied by or on behalf of the Joint Company or any other Company Party for inclusion or incorporation by reference in the Proxy Statement Statement/Information Statement/Prospectus will, at the date it or any amendment or supplement is first mailed to stockholders of the Company and stockholders of Stockholders or Parent and Stockholders, or at the time of the Company Stockholders’ Meeting and Stockholders Meeting, or at the time of the Parent Stockholders’ Meetingany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that misleading. The Proxy Statement/Information Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of the Company for inclusion or incorporation by reference therein)the other Company Parties.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent, any of its Subsidiaries or the Parent External Adviser expressly for inclusion or incorporation by reference in (a) the Form N-14 will, at the time the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and Parent, at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, as applicable, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser or Acquisition Sub regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly or either Merger Sub for inclusion or incorporation by reference in (a) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders holders of the shares of Company Common Stock and stockholders of Parent Common Stock and at the time of the Company Stockholders’ Stockholders Meeting and at the time of the Parent Stockholders’ Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser or either Merger Sub regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (a) the 32 23 registration statement on Form N-14 S-4 to be filed with the SEC by the Parent in connection with the Merger (such registration statement, together with any amendments or supplements thereto, the "REGISTRATION STATEMENT") and (b) the Proxy Statement (as defined below) to be filed with the SEC by the Company and the Parent in connection with the meeting of the Unitholders (the "COMPANY UNITHOLDERS' MEETING") and the meeting of the shareholders of the Parent (the "PARENT SHAREHOLDERS' MEETING") to be conducted or held in connection with their respective approvals of the Merger, the Transaction Documents and the issuance of the Parent Shares in connection with the Merger, as the case may be, will, at the time the Form N-14 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities ActAct or at the time the Proxy Statement is mailed to the Unitholders and the Parent shareholders, contain as the case may be, contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein).

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Purchaser set forth in Section 4.4, neither the Schedule 14D-9 nor any information supplied (or to be supplied supplied) in writing by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (a) the Form N-14 Offer Documents will, at the time respective times the Form N-14 is Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC, and at any time it is amended or supplemented SEC or at the time it becomes effective under they are first published, sent or given to the Securities Actholders of Company Common Stock, 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 in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement (if any) will not, on the date it is first mailed to the holders of Company Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement willwill not, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Stockholders Meeting and at the time of the Parent Stockholders’ Meeting(if such a meeting is held), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make correct any statement in any earlier communication from the statements therein, Company with respect to the Company Stockholders Meeting which shall have become false or misleading in light any material respect. The Proxy Statement (if any) and the Schedule 14D-9 will comply as to form in all material respects with the applicable requirements of the circumstances in which they are madeExchange Act. Notwithstanding the foregoing, not misleading (except that the Company makes no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly with respect to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company Parent or Purchaser for inclusion or incorporation by reference therein)in any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company in writing for inclusion or incorporation by reference in (ai) the Registration Statement on Form N-14 S-4 of Parent (together with any amendments or supplements thereto, the “Form S-4”) to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger will, at the time the Form N-14 S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading, ; and (bii) the Joint Proxy Statement Statement/Prospectus will, at the date it or any amendment or supplement the Proxy Statement/Prospectus is first mailed to stockholders the shareholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that misleading. Notwithstanding the foregoing, the Company makes no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly with respect to the Company or any of its Subsidiaries, or to statements made therein based on information supplied provided by or on behalf of required to be provided by Parent, Merger Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Company for inclusion Form S-4 or incorporation by reference therein)the Proxy Statement/Prospectus.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Parent External Adviser expressly BioTime and Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement and the Registration Statement will not, (a) in the Form N-14 willcase of the Registration Statement, at the time the Form N-14 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, false or misleading and (b) in the case of the Joint Proxy Statement, as of the date the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to the shareholders of BioTime and the stockholders of the Company and stockholders of Parent Asterias, and at the time of the Company Stockholders’ BioTime Special Meeting and at the time of the Parent Stockholders’ Asterias Special Meeting, contain any untrue statement of a material fact fact, or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that false or misleading. Notwithstanding the foregoing sentence, BioTime and Merger Sub make no representation or warranty is made with respect to any information supplied by the Parent External Adviser regarding such portions thereof that relate expressly to the Company Asterias or any of its Subsidiaries, or to statements made therein based on Representatives for inclusion in any of the foregoing documents. The information supplied by or on behalf BioTime for inclusion in the Joint Proxy Statement and the Registration Statement will comply as to form in all material respects with the applicable requirements of the Company for inclusion or incorporation by reference therein)Securities Act, the Exchange Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf any of the Parent External Adviser expressly its Affiliates, directors, officers, employees, agents or representatives for inclusion or incorporation by reference in (a) the Form N-14 S-4 and the Joint Proxy Statement/Prospectus or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, at the time the Form N-14 S-4 is filed with declared effective at the SECtime of mailing of the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) to the Company’s and Parent’s stockholders, at the time of the Company Stockholder Meeting and at any time it is amended or supplemented the Parent Stockholder Meeting or at the time it becomes effective under the Securities ActEffective Time be false or misleading with respect to any material fact, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are were made, not misleading (except that no representation or warranty is made by necessary to correct any statement in any earlier communication. If, at any time prior to the Parent External Adviser regarding such portions thereof that relate expressly Effective Time, any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company which, pursuant to statements made therein based on information supplied by the Securities Act or on behalf Exchange Act, should be set forth in an amendment or supplement to the Form S-4 or Joint Proxy Statement/Prospectus, the Company shall notify Parent in writing. All documents that the Company is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the Company for inclusion or incorporation by reference therein)Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied in writing by Parent, Sun Global or on behalf Merger Sub or any of the Parent External Adviser expressly their affiliates for inclusion or incorporation by reference in (a) the Form N-14 Schedule 13E-3 will, at the time the Form N-14 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and or (b) the Joint Proxy Statement will, at the date it (or any amendment or supplement thereto) is mailed filed with the SEC or first published, sent or given to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ MeetingCompany, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading misleading. The Schedule 13E-3 (except that insofar as it relates to Parent or its affiliates) will comply in all material respects with the Securities Laws. Notwithstanding the foregoing, no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company Parent, Sun Global or any of its Subsidiaries, or Merger Sub with respect to statements made therein or incorporated by reference in any of the foregoing documents based on information supplied by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders or Parent's stockholders or at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) . The portions of the Joint Proxy Statement will, at supplied by the date it or any amendment or supplement is mailed Company will comply as to stockholders form in all material respects with the requirements of the Company Exchange Act and stockholders of Parent the rules and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no regulations thereunder. No representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 S-4 to be filed with the SEC by Parent in connection with the issuance 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 N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to the Company's stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading (except that misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made therein or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or on behalf of the Company Sub specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Proxy Statement, as the case may be.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in 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 (athe "S-4") the Form N-14 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, at the time it becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement will, at the date mailed to stockholders of the Company and at the date mailed to stockholders of Parent or at the time of the meeting of such stockholders to be held in connection with the Merger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the . The Joint Proxy Statement willStatement, at the date insofar as it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly relates to the Company or any of its Subsidiaries, Subsidiaries or to statements made therein based on other information supplied by or on behalf of the Company for inclusion or incorporation by reference therein), will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied in writing by Parent or on behalf of the Parent External Adviser expressly Merger Sub for inclusion or incorporation by reference in (ai) the Form N-14 S-4, including the Proxy Statement/Prospectus forming a part thereof, will, at the time the Form N-14 S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading, ; and (bii) the Joint Proxy Statement Statement/Prospectus will, at the date it or any amendment or supplement the Proxy Statement/Prospectus is first mailed to stockholders the shareholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that no misleading. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty is made with respect to any information provided by or required to be provided by the Parent External Adviser regarding such portions thereof that relate expressly to Company and/or by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Company Form S-4 or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)Proxy Statement/Prospectus.

Information Supplied. None The information supplied by the Company in writing relating to the Company and Company Subsidiaries to be contained in the Proxy Statement or Other Filings will not, in the case of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly for inclusion or incorporation by reference in (a) the Form N-14 willProxy Statement, at the date it is first mailed to the Company’s stockholders and at the time of the Form N-14 Company Stockholders’ Meeting and at the time of any amendment or supplement thereto, and in the case of the Other Filings, at the date it is first mailed to the Company’s stockholders or at the date it is first filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Actwill not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made (or omitted to be made) by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or Company Subsidiary with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf Merger Sub in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein). All documents that the Company is responsible for filing with the SEC in connection with the Merger, or the other transactions contemplated by this Agreement, will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, misleading and (b) the Joint Proxy Statement will, at the date it it, or any amendment or supplement to it, is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the “Form S-4”) will, at the time the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to the Company’s stockholders of the Company and Parent’s stockholders of Parent and or at the time of the Company Stockholders’ Stockholders Meeting and at the time of or the Parent Stockholders’ Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Merger Sub specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (a) the Form N-14 F-4 will, at the time the Form N-14 F-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, and (b) the Joint . The Proxy Statement willwill not, at on the date it or any amendment or supplement is first mailed to stockholders of the Company and stockholders of Parent and Company’s stockholders, or at the time of the Company Stockholders’ Meeting and or at the time of the Parent Stockholders’ Meetingany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent, Merger Sub or on behalf any Affiliate of the Company Parent or Merger Sub expressly for inclusion or incorporation by reference therein).

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Parent External Adviser expressly for inclusion or incorporation by reference in the registration statement on Form S-4 shall not at the time the S-4 is filed with the SEC and at the time it time it is declared effective by the SEC (a) the Form N-14 willor, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Form N-14 statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is filed with first mailed to the SECstockholders of the Company, and at any time it is amended or supplemented or at the time it becomes effective under of the Securities ActCompany 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 are were made, not misleading, . The representations and (b) warranties contained in this Section 4.7 will not apply to statements or omissions included or incorporated by reference in the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made based upon information furnished by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company representatives specifically for inclusion use or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the stockholders of Parent and at the time of the Company Stockholders’ ' Meeting and at the time of the Parent Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Sub. The Joint Proxy Statement will, with respect to information regarding the Company for inclusion or incorporation by reference therein)Company, comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company Parties for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus will (a) in the case of the Form N-14 willS-4, at the time the Form N-14 such document is filed with the SEC, and at any time it such document is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and or (b) in the Joint case of the Proxy Statement willStatement/Prospectus, at on the date it or any amendment or supplement such Proxy Statement/Prospectus is first mailed to the Company’s stockholders of the Company and stockholders of Parent and or at the time of the Company Stockholders’ Meeting and Stockholders Meeting, or at the time of that the Parent Stockholders’ MeetingForm S-4 is declared effective or at the Company Merger Effective Time, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading misleading. At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (except that no with respect to the Company, its directors and officers and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Laws. No representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or hereunder as to statements made therein based on information 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 for inclusion or incorporation by reference therein)the Partnership.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly for inclusion or incorporation by reference in (a) the Form N-14 willany Company Disclosure Document, at the time the Form N-14 is filed with the SEC, and at any time it is (as amended or supplemented supplemented), at the time provided to the Company's shareholders or (if applicable) creditors or at the time it becomes of the Company General Meeting or (if applicable) any meeting of the Company's creditors in connection with the Transactions, 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 in light of the circumstances under which they were made not misleading. To the extent applicable, none of the information supplied by the Parent or Merger Sub for inclusion or incorporation by reference in any Registration Statement, at the time filed (as amended or supplemented), at the effective under time of the Securities Act, Registration Statement or at the Effective Time 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, in light of the circumstances under which they are made, not misleading, and (b) . The Registration Statement will comply as to form with the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders applicable requirements of the Company and stockholders of Parent and at Securities Act. Notwithstanding the time of the Company Stockholders’ Meeting and at the time of foregoing, neither the Parent Stockholders’ Meeting, contain nor Merger Sub makes any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly with respect to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion which is contained or incorporation incorporated by reference therein)in the Company Disclosure Documents.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Parent External Adviser expressly for -------------------- inclusion or incorporation by reference in (a) the Form N-14 will, Registration Statements shall not at the time the Form N-14 respective Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes 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. The information supplied by the Parent for inclusion in 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 Parent for inclusion in any other 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, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that makes no representation or warranty is made by with respect to any information about, or supplied or omitted by, the Parent External Adviser regarding such portions thereof that relate expressly to Members or the Company or which is contained in any of its Subsidiaries, or the foregoing documents. The Parent agrees to statements made therein based on information supplied by or on behalf defend and hold the Members harmless from any violation of the Company for inclusion or incorporation by reference therein)this representation and warranty.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 S-4 to be filed with the SEC by Acquiror in connection with the issuance of Acquiror Common Stock in the Merger (the "Form S-4") will, at the time the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the . The Joint Proxy Statement will, at will comply as to form in all material respects with the date it or any amendment or supplement is mailed to stockholders requirements of the Company Exchange Act and stockholders of Parent the rules and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Acquiror or on behalf of the Company Merger Sub specifically for inclusion or incorporation by reference therein)in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the Parent Stock Issuance (athe “Form S-4”) the Form N-14 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. None of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it information supplied or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement to be filed with the SEC and sent to the Company Shareholders in connection with the Merger and the other transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Proxy Statement”) will, at the date it is first mailed to the Company Shareholders or at the time of the Company Shareholder Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein), in light of the circumstances under which they were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent. The portions of the Joint Proxy Statement supplied by the Company for inclusion or incorporation by reference therein)will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 S-4 to be filed with the SEC by Parent in connection with the Share Issuance (the “Form S-4”) will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s shareholders and Parent’s shareholders or at the time of the Company Shareholders Meeting (as defined in Section 6.01) or the Parent Shareholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the . The Joint Proxy Statement will, at will comply as to form in all material respects with the date it or any amendment or supplement is mailed to stockholders requirements of the Company Exchange Act and stockholders of Parent the rules and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Sub for inclusion or incorporation by reference therein)in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent, Parent External Adviser expressly OP and Merger Sub for inclusion or incorporation by reference in (a) the Form N-14 S-4 will, at the time the Form N-14 such document is filed with the SEC, and at any time it such document is amended or supplemented or at the time it becomes such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and or (b) the Joint Proxy Statement will, at the date that it or any amendment or supplement is first mailed to the Company’s stockholders of the Company and stockholders of Parent and or Parent’s stockholders, at the time of the Company Stockholders’ Stockholder Meeting and Parent Stockholder Meeting, at the time of the Parent Stockholders’ MeetingForm S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no misleading. The Joint Proxy Statement, at the date such materials are first mailed to the Company’s stockholders or Parent’s stockholders and at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Parent, Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or OP and Merger Sub in this Section 4.06 with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company, the Company OP, or any of their respective Representatives for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly or either Merger Sub for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, and (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders holders of the shares of Company Common Stock and stockholders of Parent Common Stock and at the time of the Company Stockholders’ Stockholders Meeting and at the time of the Parent Stockholders’ Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser or either Merger Sub regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of The information relating to the information supplied or to be Company and the Company Subsidiaries supplied by or on behalf of the Parent External Adviser expressly for inclusion Company and which is to be contained in, or incorporation incorporated by reference in (a) in, the Joint Proxy Statement and the Form N-14 willS-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form N-14 S-4 (and any amendment or supplement thereto), is filed with the SEC, and at is declared effective by the SEC or is first mailed to Company Stockholders, contain any time it is amended untrue statement of any material fact or supplemented omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time it becomes effective and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and the Securities Act, Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly Company with respect to the Company information or any of its Subsidiaries, or to statements made therein based on or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company for inclusion or incorporation by reference therein)Company.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (a) Parent’s registration statement on Form S-4 (the Form N-14 “Registration Statement”) will, at the time the Form N-14 Registration Statement is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it becomes effective under the Securities ActAct and (b) the joint proxy statement relating to the meeting of the Company’s stockholders and Parent’s stockholders to be held in connection with the Merger (the “Proxy/Prospectus”), if any, will, at the date the Proxy/Prospectus is mailed to stockholders of the Company or at the time of the meeting of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders . The portions of the Proxy/Prospectus supplied by the Company and stockholders of Parent and at will comply as to form in all material respects with the time provisions of the Company Stockholders’ Meeting Exchange Act and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no rules and regulations thereunder. No representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information regarding Parent or Merger Sub incorporated by reference in the Proxy/Prospectus or supplied by Parent or on behalf of the Company Merger Sub specifically for inclusion or incorporation by reference therein)in the Proxy/Prospectus.

Information Supplied. 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 or on behalf of the Parent External Adviser expressly Parent, Merger Sub or LLC specifically for inclusion or incorporation by reference in (a) the Form N-14 S-4 will, at the time the Form N-14 is S-4 or any amendments or supplements thereto are filed with the SEC, and at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at on the date it or any amendment or supplement is first mailed to stockholders of the Company and stockholders of Parent Parent, and at the time of the Company Stockholders’ Stockholders Meeting and at the time of the Parent Stockholders’ Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that misleading. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent, Merger Sub and LLC make no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly with respect to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)in any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 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 "Form S-4") will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement will, at the date it is first mailed to Parent's stockholders or the Company's stockholders or at the time of the Parent Stockholders Meeting or the effectiveness of the Company Action by Written Consent (as such terms are defined in Section 6.01 below), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the . The Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that makes no representation or warranty is made with respect to any information provided by or required to be provided by Parent or any Parent Subsidiary and/or by the Parent External Adviser regarding such portions thereof that relate expressly to Parent's auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Company Form S-4 or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub. The Joint Proxy Statement will, with respect to information regarding the Company for inclusion or incorporation by reference therein)Company, comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 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 N-14 S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to stockholders the shareholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Shareholders' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent or Sub specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the Form N-14 Registration Statement to be filed with the Commission by Parent in connection with the transactions contemplated by this Agreement will, at the time the Form N-14 Registration Statement is filed with the SECCommission, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company’s shareholders, or at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint . The Proxy Statement willwill comply as to form in all material respects with the requirements of Applicable Law, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent in writing for inclusion or incorporation by reference therein)in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 to be filed with the SEC by Purchaser in connection with the Purchaser Share Issuance will, at the time the Form N-14 S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, and misleading or (bii) the Joint Proxy Statement Statement/Prospectus will, at the date it or any amendment or supplement the Joint Proxy Statement/Prospectus is first mailed to the respective stockholders of the Company and stockholders of Parent Purchaser and at the time of the Company Stockholders’ Stockholders Meeting and at the time of the Parent Stockholders’ Purchaser Stockholders Meeting, respectively, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading (except that misleading. Notwithstanding the foregoing, the Company makes no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly with respect to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion Purchaser or incorporation any of its Representatives which is contained or incorporated by reference therein)in the Form S-4 or the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger or in respect of Company Stock Options pursuant to Section 5.6 (the "Form S-4") will, at the time the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's or Parent's stockholders or at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint . The Proxy Statement will, at will comply as to form in all material respects with the date it or any amendment or supplement is mailed to stockholders requirements of the Company Exchange Act and stockholders of Parent the rules and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent specifically for inclusion or incorporation by reference therein)in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly IAC Parties for inclusion or incorporation by reference in (a) the Form N-14 Registration Statement will, at the time the Form N-14 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the holders of IAC Capital Stock or at the time of the IAC Stockholder Meeting, or at the date it is first mailed to the holders of Match Capital Stock or at the time of the Match Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or IAC Parties with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Match for inclusion or incorporation by reference therein)in the Registration Statement or the Joint Proxy Statement/Prospectus.

Information Supplied. 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 SEC pursuant to the Securities Act or the Exchange Act in each case in connection with the Merger shall not, on behalf of the Parent External Adviser expressly for inclusion or incorporation by reference in (a) date the Form N-14 willS-4 is declared effective (and any amendment or supplement thereto), the date the Proxy Statement/Prospectus is mailed to the Company’s stockholders, and at the time of the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities ActCompany Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no . No representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made therein in the Proxy Statement/Prospectus, the Form S-4 or any other document filed or furnished with or to the SEC or pursuant to the Securities Act or the Exchange Act based on information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein).

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Article V, none of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (a) the Joint Proxy Statement/Prospectus and the Form N-14 S-4 (and any amendment or supplement thereto) will, at the time the Form N-14 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’s or Parent’s stockholders, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading, and (b) . The Company shall use commercially reasonable efforts to ensure the Joint Proxy Statement will, at Statement/Prospectus and the date it or any amendment or supplement is mailed Form S-4 (i) will comply as to stockholders form in all material respects with the requirements of the Company Exchange Act and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, (ii) will not contain any untrue statement of a any material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they are made, not misleading (false or misleading, except that the Company will make no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made included or incorporated by reference therein based on information supplied by or on behalf of the Company Parent or Merger Sub for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the Form N-14 Registration Statement will, at the time the Form N-14 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement Statement/Prospectus will, at the date it or (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and and, subject to Section 5.15, the stockholders of Parent and at the time of the Company Stockholders’ Stockholders Meeting and at the time of and, subject to Section 5.15, the Parent Stockholders’ Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub. The information contained in the Proxy Statement/Prospectus relating to the Company for inclusion or incorporation by reference therein)and the Company Stockholders Meeting will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the The written information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (athe "Registration Statement") the Form N-14 will, shall not at the time the Form N-14 Registration Statement is filed declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The written information supplied or to be supplied by the Company specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be included in the Registration Statement and to be sent to the stockholders of the Company in connection with the SECCompany stockholders meeting to adopt this Agreement and the Merger (the "Company Stockholders Meeting") shall not, and at any time it on the date the Proxy Statement is amended or supplemented first mailed to the stockholders of the Company or at the time it becomes effective under of the Securities ActCompany Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, and (b) the Joint . The Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at Stockholders Meeting, comply as to form in all material respects with the time requirements of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)Exchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser Company expressly for inclusion or incorporation by reference in (a) any report, form, registration or other filing made with any Governmental Authority with respect to the Form N-14 will, transactions contemplated by this Agreement and/or ancillary document contemplated thereto at the time date of filing, or any amendment thereto, as the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Actcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading (subject to the qualifications and limitations set forth in the materials provided by Company or that is included in the SEC filings). None of the information supplied or to be supplied by Company 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 (beach such capitalized term, as hereafter defined) (collectively, the Joint Proxy Statement “Ancillary Public Disclosures”) will, at the date it or any amendment or supplement is mailed to stockholders of time filed with the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ MeetingSEC, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly subject to the qualifications and limitations set forth in the materials provided by Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of that is included in the Company for inclusion or incorporation by reference thereinAncillary Public Disclosures).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly any Acquiror Party in writing specifically for inclusion or incorporation by reference in (ai) the Form N-14 Registration Statement will, at the time the Form N-14 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities ActAct contain any untrue statement of 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 (ii) the Proxy Statement will, at the time it is first mailed to the Acquiror Stockholders, at the time it is supplemented or at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding anything to the contrary herein, and (b) the Joint Proxy Statement will, at the date it or no Acquiror Party makes any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company (including under Section 6.08, this Section 6.16 or any of its Subsidiaries, or otherwise) with respect to statements made therein or incorporated by reference in the Proxy Statement/Registration Statement to the extent such statements are based on information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form N-14 S-4 Registration Statement will, at the time the Form N-14 S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading and (b) the Joint Proxy Statement Statement/Prospectus will, at the date it it, or any amendment or supplement to it, is mailed or sent to stockholders of Parent or the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Stockholder Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the any Company or any of its SubsidiariesGroup Member, or to statements made therein based on information supplied by or on behalf of the any Company Group Member for inclusion or incorporation by reference therein). The Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information informa tion supplied or to be supplied by or on behalf of the Parent External Adviser expressly Entergy for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to FPL's shareholders or Entergy's shareholders or at the time of the FPL Shareholders Meeting or the Entergy Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the . The Joint Proxy Statement will, at will comply as to form in all material respects with the date it or any amendment or supplement is mailed to stockholders requirements of the Company Exchange Act and stockholders of Parent the rules and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or Entergy with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company FPL for inclusion or incorporation by reference therein)in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the Form N-14 Registration Statement (as defined in Section 6.9) will, at the time the Form N-14 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities ActAct of 1933, as amended (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 Joint Proxy Statement will, at the date the Joint Proxy Statement is first mailed to the Company's and Parent's shareholders and at the time of the Company Shareholders Meeting (as defined in Section 6.10 below) and Parent's Shareholders Meeting (as defined in Section 6.10 below), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the . The Joint Proxy Statement willStatement, at as it relates to the date it or any amendment or supplement is mailed Company Shareholders Meeting, will comply as to stockholders form in all material respects with the applicable requirements of the Company Exchange Act and stockholders of Parent the rules and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form N-14 S-4 Registration Statement will, at the time the Form N-14 S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading and (b) the Joint Proxy Statement Statement/Prospectus will, at the date it it, or any amendment or supplement to it, is mailed or sent to stockholders of Parent or the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Stockholder Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference therein). The Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly or Sub specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and or (bii) the Joint Proxy Statement will, at the date it or (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)Company. The Form S-4 and the Joint Proxy Statement will, with respect to information regarding Parent, comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, respectively.

Information Supplied. None of the information supplied or to be supplied by Parent or on behalf of the Parent External Adviser expressly Sub specifically for inclusion or incorporation by reference in (ai) the Form N-14 Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement or (iv) the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the Company's shareholders, or, in the case of the Proxy Statement, at the time the Form N-14 Proxy Statement is filed with first mailed to the SEC, and at any time it is amended or supplemented Company's shareholders or at the time it becomes effective under of the Securities ActShareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein misleading or necessary to make correct any statement in any earlier communication with respect to the statements thereinsolicitation of proxies for the Shareholders Meeting which has become false or misleading, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or Sub in connection with any of the Parent External Adviser regarding such portions thereof that relate expressly foregoing with respect to statements made or incorporated by reference therein based on information supplied by the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company representatives specifically for inclusion or incorporation by reference therein).. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, 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. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly CDT or Merger Sub for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to CDT's stockholders or at the time of the CDT Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the . The Joint Proxy Statement will, at and the date it or any amendment or supplement is mailed Form S-4 will comply as to stockholders form in all material respects with the requirements of the Company Securities Act and stockholders of Parent the Exchange Act and at the time of the Company Stockholders’ Meeting rules and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly CDT with respect to the Company information or any of statements with respect to Xxxxxx or its Subsidiaries, Subsidiaries made or to statements made incorporated by reference therein based on information supplied by or on behalf of the Company Belden for inclusion or incorporation by reference therein)in the Joint Proxy Statement or the Form S-4.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders Meeting or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it false or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein misleading or necessary to make correct any statement in any earlier communication with respect to the statements thereinsolicitation of proxies for the Company Stockholders Meeting or Parent Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing sentence, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on or derived from information supplied by or on behalf of the Company Parent specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Joint Proxy Statement. The information supplied by the Company for inclusion in the Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form N-14 S-4 Registration Statement will, at the time the Form N-14 S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading and (b) the Joint Proxy Statement/Prospectus that will be included in the Form S-4 Registration Statement and will be sent to the stockholders of Parent relating to the Parent Stockholder Meeting and will be sent to the Company Stockholders in order to obtain the Requisite Stockholder Approval will, at the date it it, or any amendment or supplement to it, is mailed or sent to stockholders of Parent or the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Stockholder Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser Company regarding such portions thereof that relate expressly to the Company Parent or any of its Subsidiaries, including Merger Sub A or Merger Sub B, or to statements made therein based on information supplied by or on behalf of the Company Parent or any of its Subsidiaries (including Merger Sub A or Merger Sub B) for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the Form N-14 Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time the Form N-14 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they are made, not misleading or necessary (ii) the proxy statement relating to the Company Stockholder Meeting (as amended, supplemented or modified from time to time, the “Proxy Statement”), as required, will, at the time the Proxy Statement is first mailed to the Company’s Stockholders or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except, with respect to each of (i) and (b) the Joint Proxy Statement willii), at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Merger Sub for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of the Parent External Adviser expressly its Representatives specifically for inclusion or incorporation by reference in the S-4 Registration Statement (aas defined below) or the Form N-14 Proxy Statement/Prospectus will, at the time the Form N-14 S-4 Registration Statement is filed with declared effective by the SEC, and at any time it SEC or on the date the proxy Statement/Prospectus is amended or supplemented first mailed to the holders of the Company Common Stock or at the time it becomes effective under of the Securities Actmeeting of the Company’s shareholders to consider the Merger (the “Company Shareholders Meeting”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, . If at any time prior to the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Shareholders Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly event with respect to the Company or any of its SubsidiariesCompany Subsidiary, or with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the S-4 Registration Statement or the Proxy Statement/Prospectus, shall occur which is required to be described in an amendment of, or supplement to, the S-4 Registration Statement or the Proxy Statement/Prospectus, such event shall be so described by the Company and provided to Parent. All documents that the Company is responsible for filing with any Governmental Agency will comply in all material respects with the provisions of applicable law as to the information 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 Parent or its Representatives for inclusion or incorporation by reference therein)in the S-4 Registration Statement or the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 will, at the time the Form N-14 is S-4 to be filed with the SECSEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading or (ii) the proxy statement relating to the meeting of the circumstances under which they are made, not misleading, and Company's stockholders to be held in connection with the Merger (bthe "Proxy Statement") the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time meeting of stockholders of the Parent Stockholders’ MeetingCompany to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances in under which they are made, made not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly misleading. The Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Merger will comply as to form in all material respects with the provisions of the Exchange Act 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 its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)foregoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the Form N-14 Offer Documents, (ii) the Schedule 14D-9, (iii) the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") or --------------------- (iv) the Proxy Statement, will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the Company's stockholders, or, in the case of the Proxy Statement, at the time the Form N-14 Proxy Statement is filed with first mailed to the SEC, and at any time it is amended or supplemented Company's stockholders or at the time it becomes effective under of the Securities ActStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein misleading or necessary to make correct any statement in any earlier communication with respect to the statements thereinsolicitation of proxies for the Stockholders Meeting which has become false or misleading. The Schedule 14D-9, the Information Statement and the Proxy Statement will comply as to form in light all material respects with the requirements of the circumstances in which they are madeExchange Act, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Sub specifically for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (a) the Form N-14 joint Rule 13e-3 Transaction Statement to be filed with the SEC in respect of the Merger (the “Schedule 13E-3”) (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the time the Form N-14 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and or (b) the Joint Proxy Statement (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the date it (or any amendment or supplement thereto) is mailed first published, sent or given to stockholders shareholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ MeetingCompany, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading. The Schedule 13E-3 and the Proxy Statement will comply in all material respects with the Securities Laws, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent, Alkaloida, or on behalf of the Company Merger Sub for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly for inclusion or incorporation by reference in (a) the Form N-14 Registration Statement will, at the time the Form N-14 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement the Joint Proxy Statement is first mailed to stockholders of the Company Company's and stockholders of Parent Parent's shareholders and at the time of the Company Stockholders’ Shareholders Meeting and at the time of the Parent Stockholders’ Parent's Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading. The Joint Proxy Statement, as it relates to the Parent Shareholders Meeting, will comply as to form in all material respects with the applicable requirements of the Exchange Act, and the rules and regulations thereunder, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly for inclusion or incorporation by reference in (a) the Form N-14 willany Company Disclosure Document, at the time the Form N-14 is filed with the SEC, and at any time it is (as amended or supplemented supplemented), at the time provided to the Company’s shareholders or (if applicable) creditors or at the time it becomes of the Company General Meeting or (if applicable) any meeting of the Company’s creditors in connection with the Transactions, 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 in light of the circumstances under which they were made not misleading. To the extent applicable, none of the information supplied by the Parent or Merger Sub for inclusion or incorporation by reference in any Registration Statement, at the time filed (as amended or supplemented), at the effective under time of the Securities Act, Registration Statement or at the Effective Time 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, in light of the circumstances under which they are made, not misleading, and (b) . The Registration Statement will comply as to form with the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders applicable requirements of the Company and stockholders of Parent and at Securities Act. Notwithstanding the time of the Company Stockholders’ Meeting and at the time of foregoing, neither the Parent Stockholders’ Meeting, contain nor Merger Sub makes any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly with respect to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion which is contained or incorporation incorporated by reference therein)in the Company Disclosure Documents.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser or Acquisition Sub or any of their Subsidiaries expressly for inclusion or incorporation by reference in (a) the Form N-14 Schedule 14D-9 will, at the at the time the Form N-14 such document is filed with the SEC, and at any time it such document is amended or supplemented or at the time it becomes effective under such document is first published, sent or given to the Securities ActCompany Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will. Each Offer Document will not, at the date it time such document is filed with the SEC, at any time such document is amended or any amendment supplemented or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of such document is first published, sent or given to the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly misleading. The representations and warranties contained in this Section 5.6 will not apply to the Company or any of its Subsidiariesstatements included in, or omissions from, the Offer Documents based upon information furnished to statements made therein based on information supplied Parent or Acquisition Sub by or on behalf of the Company for inclusion or incorporation by reference therein).any Affiliate of the Company or known to the Company but not known to Parent or Acquisition Sub. 5.7

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the Form N-14 F-4 will, at the time the Form N-14 F-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement Statement/Prospectus will, at the date it or (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent or HoldCo specifically for inclusion or incorporation by reference therein)in the Form F-4 or the Proxy Statement/Prospectus. The Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Article VI, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Parent External Adviser expressly Partnership specifically for inclusion or incorporation by reference in (a) the Form N-14 Registration Statement will, at the time the Form N-14 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, and at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, or (b) the Proxy Statement (which will be included as a prospectus in the Registration Statement) will, on the date the Proxy Statement is first mailed to Partnership Unitholders and at the time of the Partnership Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint . The Proxy Statement will, at will comply as to form in all material respects with the date it or any amendment or supplement is mailed to stockholders applicable requirements of the Company and stockholders of Parent and at Exchange Act. Notwithstanding the time of foregoing, the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that Partnership makes no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly with respect to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company Parent or Merger Sub for inclusion or incorporation by reference therein)in any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly or Sub specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and or (bii) the Joint Proxy Statement will, at the date it or (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)Company. The Form S-4 and the Proxy Statement will, with respect to information regarding Parent, comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, respectively.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger will, at the time the Form N-14 S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to stockholders the shareholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Shareholders' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent or Sub specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent, the Company or on behalf any of the Parent External Adviser their respective Affiliates, directors, officers, employees, agents or Representatives expressly for inclusion or incorporation by reference in (a) the Form N-14 Proxy Statement or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of Company Common Stock and at the time of the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities ActCompany Stockholders' Meeting, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents that Parent, Merger Sub or the Company are responsible for filing with the SEC in connection with the Merger will comply as to form and (b) substance in all material respects with the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders applicable requirements of the Company Securities Act, the Exchange Act and stockholders of Parent any other applicable Laws and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, will not contain any untrue statement of a material fact fact, or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading.

Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly CNET for inclusion or incorporation by reference in (aA) the Form N-14 S-4 (as defined in Section 5.1) will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, misleading and (bB) the Joint Proxy Statement Statement/Prospectus (as defined in Section 5.1) will, at on the date it or any amendment or supplement is first mailed to Z-D stockholders of the Company and or CNET stockholders of Parent and or at the time of the Company Stockholders’ Z-D Stockholders Meeting and at or the time of the Parent Stockholders’ MeetingCNET Stockholders Meeting (each as defined in Section 5.1), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. (except that ii) Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or CNET with respect to statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by or on behalf of the Company Z-D for inclusion or incorporation by reference therein).

Information Supplied. None (a) The Company agrees that none of the information supplied included or to be supplied by or on behalf of the Parent External Adviser expressly for inclusion or incorporation incorporated by reference in (a) the Form N-14 Proxy Statement will, at the time the Form N-14 is filed with the SEC, and at any time date it is amended or supplemented mailed to the Company’s stockholders or at the time it becomes effective under of the Securities ActStockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein. The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. (b) Parent and Merger Sub agree that none of the Joint information supplied or to be supplied by Parent or Merger Sub specifically for inclusion in the Proxy Statement will, at the date it or any amendment or supplement the Proxy Statement is mailed to the Company’s stockholders of the Company and stockholders of Parent and or at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading.

Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly ZiaSun for inclusion or incorporation by reference in (aA) the Form N-14 S-4 (as defined in Section 6.1) will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, and (bB) the Joint Proxy Statement Statement/Prospectus (as defined in Section 6.1) will, at on the date it or any amendment or supplement is first mailed to ZiaSun stockholders of the Company and or Telescan stockholders of Parent and or at the time of the Company Stockholders’ ZiaSun Stockholders Meeting and at or the time of the Parent Stockholders’ MeetingTelescan Stockholders Meeting (each as defined in Section 6.1), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. (except that ii) Notwithstanding the foregoing provisions of this Section 4.2(e), no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or ZiaSun with respect to statements made therein or incorporated by reference in the Form S-4 or the Joint Proxy Statement/ Prospectus based on information supplied by or on behalf of the Company Telescan for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Cyberonics specifically for inclusion or incorporation by reference in the Registration Statement or the proxy statement relating to the Cyberonics Stockholder Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) will (a) in the Form N-14 willcase of the Registration Statement, at the time the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (b) in the case of the Proxy Statement, at the time the Proxy Statement is first mailed to Cyberonics’s stockholders or at the time of the Cyberonics Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or Cyberonics with respect to statements made therein or incorporated by reference in the Registration Statement or the Proxy Statement based on information supplied by Sorin, Holdco or on behalf Merger Sub or any of the Company their respective Representatives specifically for inclusion or incorporation by reference therein).

Information Supplied. None of the information included or incorporated by reference in the Schedule 14D-9, the Information Statement, the Proxy Statement and other documents to be filed with the SEC or any other Governmental Entity in connection with the transactions contemplated hereby (such other documents, the “Other Filings”), including any amendments or supplements thereto, and none of the information supplied or to be supplied by in writing by, or on behalf of of, the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (a) the Form N-14 willOffer Documents shall, at the respective times filed with the SEC or such other Governmental Entity or first published, sent or given to the Stockholders of the Company, and, in addition, in the case of the Proxy Statement, at the time the Form N-14 such Proxy Statement or any amendment or supplement thereto is filed with the SEC, first mailed to Stockholders and at any time it is amended or supplemented or at the time it becomes effective under of the Securities ActStockholders’ Meeting and the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by by, or on behalf of, Stockholders of the Company for inclusion Company, Parent or incorporation by reference therein)Sub. The Schedule 14D-9, the Information Statement, the Proxy Statement and the Other Filings to be filed with the SEC in connection with the Offer and the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and other applicable Law.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 S-4 to be filed with the SEC by Parent in connection with the Share Issuance (the "Form S-4") will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's shareholders and Parent's shareholders or at the time of the Company Shareholders Meeting (as defined in Section 6.01) or the Parent Shareholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the . The Joint Proxy Statement will, at will comply as to form in all material respects with the date it or any amendment or supplement is mailed to stockholders requirements of the Company Exchange Act and stockholders of Parent the rules and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Sub for inclusion or incorporation by reference therein)in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent or on behalf of the Parent External Adviser expressly Merger Sub for inclusion or incorporation by reference in (ai) the Form N-14 S-3, will, at the time the Form N-14 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s stockholders, and in the case of the S-3, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading, and or (bii) the Joint Company Proxy Statement will, at the date it or any amendment or supplement is first mailed to stockholders of the Company and stockholders of Parent Shareholders and at the time of the Company Stockholders’ Special Meeting and or at the time date of the Parent Stockholders’ Meetingany amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading (except that misleading. The S-3, will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty is made with respect to any information supplied by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, representatives which is contained or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation incorporated by reference therein).in the Information Statement. Agreement and Plan of Merger

Information Supplied. None of the information supplied provided or to be supplied provided by such Company or on behalf any Subsidiary of the Parent External Adviser expressly such Company for inclusion or incorporation by reference in (a) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. None of the circumstances under which they are made, not misleading, and (b) information provided by such Company or any Subsidiary of such Company for inclusion or incorporation by reference in the Joint Proxy Statement Statement/Prospectus will, at the date it or any amendment or supplement is first mailed to stockholders of the Company and stockholders of Parent and such Company’s shareholders or at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ such Company’s Shareholder Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that misleading. Notwithstanding the foregoing provisions of this Section 3.1(q), no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly Company with respect to the Company information or any of its Subsidiaries, or to statements made therein based on information 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 for inclusion or incorporation by reference therein)such Company.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger will, at the time the Form N-14 S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to stockholders the shareholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent StockholdersShareholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent or Sub specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly for inclusion or incorporation by reference in (ai) the Form N-14 Registration Statement will, at the time the Form N-14 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement will, at the date the Joint Proxy Statement is first mailed to the Company's and Parent's shareholders and at the time of the Company Shareholders Meeting and Parent's Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement, as it relates to the Parent Shareholders Meeting, will comply as to form in all material respects with the applicable requirements of the Exchange Act, and (b) the Joint Proxy Statement willrules and regulations thereunder, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by Parent or on behalf of the Parent External Adviser expressly Sub for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's shareholders and Parent's shareholders or at the time of the Company Shareholders Meeting or the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, . The Form S-4 and (b) the Joint Proxy Statement will, at will comply as to form in all material respects with the date it or any amendment or supplement is mailed to stockholders requirements of the Company Securities Act and stockholders of Parent the Exchange Act, as applicable, and at the time of the Company Stockholders’ Meeting rules and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)in the Form S-4 or the Joint Proxy Statement, as the case may be.

Information Supplied. None of the information supplied or to be supplied by Parent, Taro or on behalf of the Parent External Adviser expressly Sub for inclusion or incorporation by reference in (ai) the Form N-14 F-4 will, at the time the Form N-14 F-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date the Proxy Statement is first mailed to the Company's stockholders and Parent's stockholders or at the time of the Company's Stockholders' Meeting and the Parent's Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) . The Form F-4 will comply as to form in all material respects with the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders requirements of the Company Securities Act and stockholders of Parent Exchange Act and at the time of the Company Stockholders’ Meeting rules and at the time of the Parent Stockholders’ Meetingregulations promulgated thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company Parent, Taro or any of its Subsidiaries, or Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)in the Form F-4.

Information Supplied. None of (i) the documents required to be filed by Parent or Merger Sub with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders after the Agreement Date in connection with the transactions contemplated by this Agreement, including the Schedule TO or the Offer Documents, at the date each is filed with the SEC, at the date it is distributed or otherwise disseminated to Company stockholders and at the time of the consummation of the Offer (other than as to information supplied in writing by the Company and its Subsidiaries expressly for inclusion therein or based upon or incorporated by reference from the Company SEC Reports, as to which no representation is made) or (ii) the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly or Merger Sub specifically for inclusion or incorporation by reference in (a) the Form N-14 Proxy Statement and any amendment or supplement thereto, if applicable, or the Schedule 14D-9 will, at the time the Form N-14 date it is filed with the SEC, and at SEC (in the case of the Schedule 14D-9 or any time amendment or supplement thereto) or on the date it is amended or supplemented or at first mailed to the time it becomes effective under stockholders of the Securities ActCompany (in the case of 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Sub. The Joint Proxy Statement will, with respect to information regarding the Company for inclusion or incorporation by reference therein)Company, comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be -------------------- supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 (as defined in Section 5.1) will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to the Company's stockholders of the Company and stockholders of Parent and or at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (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, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Sub specifically for inclusion or incorporation by reference therein)in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 S-4 to be filed with the SEC by Parent in connection with the issuance by Parent of shares of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form N-14 S-4 is filed with the SEC, and at any time that it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the time it is filed with the SEC, at any time that it is amended or supplemented, at the time it is mailed to the stockholders of Company and Parent and at the time of the Company Stockholders Meeting referred to in Section 6.2(a) and the Parent Stockholders Meeting referred to in Section 6.2(b), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint . The Proxy Statement will, at will comply as to form in all material respects with the date it or any amendment or supplement is mailed to stockholders requirements of the Company Exchange Act and stockholders of Parent the rules and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Purchaser specifically for inclusion or incorporation by reference therein)in such documents.

Information Supplied. None of the The information supplied or relating to Parent and Parent Merger Subs to be supplied by contained in, or on behalf of the Parent External Adviser expressly for inclusion or incorporation incorporated by reference in in, (a) the Form N-14 willS-4 will not, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a 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 are were made, not misleading, false or misleading and (b) the Joint Proxy Statement will, at the date it (or any amendment or supplement thereto) will not, on the date the Proxy Statement is first mailed to stockholders the Company Stockholders or at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or on the date of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a any material fact or omit to state a 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 in under which they are were made, not misleading (except that false or misleading. Notwithstanding the foregoing provisions of this Section 5.11, no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly Parent, Merger Sub 2 or Merger Sub 3 with respect to the Company information or any of its Subsidiaries, or to statements made therein or incorporated by reference in the Form S-4 or the Proxy Statement based on upon information supplied by or on behalf of the Company for inclusion Company, Holdco or incorporation by reference therein)Merger Sub 1.

Information Supplied. None of the information supplied or to be -------------------- supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (ai) the Form N-14 Registration Statement (as defined in Section 6.9) will, at the time the Form N-14 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act of 1933, as amended (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 Joint Proxy Statement will, at the date the Joint Proxy Statement is first mailed to the Company's and Parent's shareholders and at the time of the Company Shareholders Meeting (as defined in Section 6.10 below) and Parent's Shareholders Meeting (as defined in Section 6.10 below), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the . The Joint Proxy Statement willStatement, at as it relates to the date it or any amendment or supplement is mailed Company Shareholders Meeting, will comply as to stockholders form in all material respects with the applicable requirements of the Company Exchange Act and stockholders of Parent the rules and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meetingregulations thereunder, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Merger Sub for inclusion or incorporation by reference in (a) in any current report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the Form N-14 SEC and the ASX) with respect to the Transactions, (b) in the Proxy/Registration Statement, (c) in the Scheme Booklet, (d) in the mailings or other distributions to the SPAC Shareholders, the Company Shareholders or prospective investors with respect to the consummation of the Transactions, (e) in any amendment to any of documents described in clauses (a) through (d) or (f) any announcement or public statement made in connection with the Transactions, will, at when filed, made available, mailed or distributed, as the time the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Actcase may be, contain (i) any material statement which is materially misleading or deceptive (with any statement of belief or opinion being honestly held and formed on a reasonable basis), including by way of omission from that statement, or (ii) any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, and (b) the Joint Proxy Statement will, at the date it or Merger Sub does not make any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly with respect to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of SPAC, the Company or any of their respective Affiliates for inclusion or incorporation by reference therein)in any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Merger (aincluding any amendments thereto, the “Form S-4”) the Form N-14 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders . None of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact information supplied or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference in the proxy statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Merger (including any amendments or supplements thereto, the “Proxy Statement”) will, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein), in light of the circumstances under which they were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of the Company.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 (as defined in Section 5.1) will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to the Company's stockholders of the Company and stockholders of Parent and or at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ ' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (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, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Sub specifically for inclusion or incorporation by reference therein)in the Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in the proxy or information statement (aincluding any amendment or supplement thereto) related to the Form N-14 meeting of the Company's shareholders to be held in connection with the Merger and the transactions contemplated by this Agreement (the "Proxy Statement") will, at the time the Form N-14 Proxy Statement is filed with first published, sent or given to the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light shareholders of the circumstances under which they are madeCompany, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Shareholders Meeting and or at the time of the Parent Stockholders’ MeetingEffective Time, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to any solicitation of proxies for the Company Shareholders Meeting which shall have become false or misleading. All documents that the Company is responsible in whole or in part for filing with the SEC in connection with the Merger will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder at the time the Proxy Statement is first published, sent or given to the shareholders of the Company and at the Effective Time. (except that b) Notwithstanding the foregoing provisions of this Section 4.17, no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made therein or incorporated by reference in the Proxy Statement based on information supplied in writing by Parent or on behalf of the Company Merger Sub for inclusion or incorporation by reference therein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly specifically for inclusion or incorporation by reference in (ai) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to Parent’s stockholders or at the time of the Company Stockholders Meeting or Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it false or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein misleading or necessary to make correct any statement in any earlier communication with respect to the statements thereinsolicitation of proxies for the Company Stockholders Meeting or Parent Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing sentence, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on or derived from information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Joint Proxy Statement. The information supplied by Parent for inclusion in the Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form N-14 S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the “Form S-4”) will, at the time the Form N-14 is filed with the SEC, and at any time it is amended or supplemented or at the time it S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to stockholders of the Company Company’s shareholders and stockholders of Parent and Parent’s shareholders or at the time of the Company Stockholders’ Shareholders Meeting and at the time of or the Parent Stockholders’ Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (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, except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly Company with respect to the Company information contained or any of its Subsidiaries, or to statements made incorporated by reference therein based on information supplied by or on behalf of the Company Parent or Merger Sub specifically for inclusion or incorporation by reference therein)in the Proxy Statement.

Information Supplied. None of the The written information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company specifically for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (athe “Registration Statement”) the Form N-14 will, shall not at the time the Form N-14 Registration Statement is filed declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The written information supplied or to be supplied by the Company specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the “Proxy Statement”) to be included in the Registration Statement and to be sent to the stockholders of the Company in connection with the SECCompany stockholders meeting to adopt this Agreement and the Merger (the “Company Stockholders Meeting”) shall not, and at any time it on the date the Proxy Statement is amended or supplemented first mailed to the stockholders of the Company or at the time it becomes effective under of the Securities ActCompany Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, and (b) the Joint . The Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders’ Meeting and at Stockholders Meeting, comply as to form in all material respects with the time requirements of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)Exchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly IPG for inclusion or incorporation by reference in (a) the registration statement on Form N-14 S-4 to be filed with the SEC by Omnicom in connection with the Merger (the “Form S-4”) will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders each of the Company holders of Omnicom Common Stock and stockholders of Parent IPG Common Stock and at the time of each of the Company Stockholders’ IPG Stockholders Meeting and at the time of the Parent Stockholders’ Omnicom Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding IPG to such portions thereof that relate expressly to the Company Omnicom or any of its Subsidiaries, including Omnicom Merger Sub, or to statements made therein based on information supplied by or on behalf of the Company Omnicom for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and other applicable Law.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly or Merger Sub for inclusion or incorporation by reference in (a) the Form N-14 S-4 will, at the time the Form N-14 S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading, and (b) . None of the Joint information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date it or any amendment or supplement is first mailed to the Company’s stockholders of the Company and stockholders of Parent and or at the time of the Company Stockholders’ Meeting and or at the time of the Parent Stockholders’ Meetingany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein).not

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly for inclusion or incorporation by reference in (a) the Form N-14 F-4 will, at the time the Form N-14 F-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. None of the circumstances under which they are made, not misleading, and (b) information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Joint Company Proxy Statement and in the EGM Notice will, at the date it or any amendment or supplement is first mailed to the Company’s and Parent’s stockholders of the Company and stockholders of Parent and or at the time of the Company Stockholders’ Stockholders Meeting and or Parent Shareholders Meeting or at the time of the Parent Stockholders’ Meetingany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that misleading. The Proxy Statement/‌EGM Notice will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of the Company for inclusion or incorporation by reference therein)Parent.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Parent External Adviser expressly Company for inclusion or incorporation by reference in (a) the Form N-14 Proxy Statement will, at the time the Form N-14 is filed with the SEC, and at any time date it is amended or supplemented first mailed to the holders of the Company Common Stock or at the time it becomes effective under of the Securities ActCompany Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. 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, and except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent, Cap Rock Holding or the Parent Representatives (as defined in Section 6.02) in writing for inclusion or incorporation by reference therein. (b) None of the Joint Proxy Statement will, at information supplied or to be supplied by the date it Company for inclusion or any amendment or supplement is incorporation by reference in the documents (the “Debt Tender Offer Documents”) mailed to stockholders holders of the Company and stockholders of Parent and at Notes (as defined in Section 6.11) in connection with the time of the Company Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, Debt Tender Offers will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by the Parent External Adviser regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading.