Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, any other tender offer materials(iii) if applicable, Schedule 14A or 14C, or the proxy statement or information statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") relating or (iv) the information to any meeting be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and 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 holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and or at the time of the meeting of the Company's stockholders held to vote on approval and adoption of the Company to be held, if necessary, in connection with the Mergerthis Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Disclosure Statements Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company Parent or Merger Sub in writing specifically for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated reference therein or necessary as set forth in order to make the statements therein, in light any of the circumstances under which they were made, not misleadingParent's SEC Filings.

Information Supplied. None of the information supplied -------------------- or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, Schedule 14D-9at the time it becomes effective under the Securities Act, contain any other tender offer materials, Schedule 14A untrue statement of a material fact or 14C, 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 or information statement ("Proxy Statement") relating to any the meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure StatementsProxy Statement") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, 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, therein in light of the circumstances under which they are made, made not misleading. The Disclosure Statements 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 all the provisions of applicable lawthe Exchange Act and the rules and regulations thereunder. None of Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein supplied by Parent or necessary Acquisition which is contained in order to make the statements therein, in light or omitted from any of the circumstances under which they were made, not misleadingforegoing documents.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by the Company Anthem or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference in (A) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Anthem in connection with the Merger (all Share Issuance, or any of the foregoing documents, amendments or supplements thereto (collectively, the "Disclosure Statements") “Form S-4”), will, at the date each and time the Form S-4 is filed with the SEC, or at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as , and (B) the joint proxy statement for use relating to form in all material respects with all provisions the adoption by the stockholders of applicable law. None Cigna of this Agreement and approval by the shareholders of Anthem of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willShare Issuance, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any of the amendments thereof or supplements thereto are filed with (collectively, the SEC “Joint Proxy Statement”), will, on the date it is first mailed to Anthem shareholders and are first published to Cigna stockholders or sent or given to holders at the time of Sharesthe Anthem Shareholders Meeting (as defined in Section 5.1(c)) and the Cigna Stockholders Meeting (as defined in Section 5.1(b)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Form S-4 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.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Information Statement will, at the date each and time such document is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it is first published, sent or given to the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerCompany’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , or (ii) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Proxy Statement will, at the respective times that date it is first mailed to the shareholders of the Company and at the time of the Shareholders Meeting or at the date of any Disclosure Statement and the Schedule 14D-9 or any amendments amendment thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharessupplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The Schedule 14D-9, the Information Statement and the Proxy Statement, at the date such Proxy Statement is first mailed to shareholders and at the time of the Shareholders Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Schedule 14D-9, the Information Statement or the Proxy Statement.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Offer Documents, Schedule 14D-9, Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, none of Pubco, First Merger Sub or Second Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies or any of their respective Affiliates.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company IXnet for inclusion or incorporation by reference in (i) the Offer DocumentsForms S-4 will, Schedule 14D-9at the time each Form S-4 is filed with the SEC, and at any other tender offer materialstime it is amended or supplemented or at the time it becomes effective under the Securities Act, Schedule 14A contain any untrue statement of a material fact or 14C, or the proxy statement or information statement ("Proxy Statement") relating omit to state any meeting of the Company's stockholders material fact required to be held in connection with stated therein or necessary to make the Merger statements therein not misleading, and (all of the foregoing documents, collectively, the "Disclosure Statements"ii) each Information Statement/Prospectus will, at the date each and any of the Disclosure Statements it is first mailed to IXnet's stockholders of or IPC's stockholders, as the Company and case may be, at the time of the meeting of stockholders of IXnet Stockholder Meeting or the Company to be heldIPC Stockholder Meeting, if necessary, in connection with as the Mergercase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Forms S-4 and the Information Statement/Prospectuses will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by IXnet with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent or GC Merger Sub for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Forms S-4 and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingInformation Statement/Prospectuses.

Information Supplied. None of the information supplied relating to Terra REIT or -------------------- to be supplied any Terra REIT Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by Terra REIT or any Terra REIT Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any document filed with any other tender offer materialsGovernmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Proxy Statement, Schedule 14A at the time of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 is declared effective or 14Cat the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the proxy statement case of the Form S-4 or information statement ("Proxy Statement") relating with respect to any meeting of the Company's stockholders other document to be held filed by Terra REIT with the SEC in connection with the Merger (all of or the foregoing documentsother transactions contemplated by this Agreement, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection its filing with the MergerSEC, contain any untrue statement of a material fact or omit to state any material fact required to 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 Disclosure Statements All documents that Terra REIT is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to Terra REIT, its officers, directors and partners and the Terra REIT Subsidiaries (or other information supplied by or on behalf of Terra REIT or any Terra REIT Subsidiaries for inclusion therein) will comply as to form in all material respects with all provisions of the applicable law. None requirements of the information supplied Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingTerra BDC.

Information Supplied. None of the information supplied or -------------------- documents required to be supplied filed by the Company for inclusion with the SEC or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A required to be distributed or 14C, or the proxy statement or information statement ("Proxy Statement") relating otherwise disseminated to any meeting of the Company's ’s stockholders to be held after the date hereof in connection with the transactions contemplated by this Agreement, including the Schedule 14D-9 (including the Schedule 14D-9 Amendment) and the Merger Information Statement (all of the foregoing documents, if required) and any amendments or supplements thereto (collectively, the "“Company Disclosure Statements") willDocuments”), at the date each and any of it is filed with the Disclosure Statements SEC, at the date it is mailed distributed or otherwise disseminated to Company stockholders of the Company and at the time of the meeting of stockholders consummation of the Offer (in the case of any Company Disclosure Document other than the Merger Information Statement) or at the date it is first mailed to be heldholders of Company Common Stock (in the case of the Merger Information Statement and any amendment or supplement thereto, if necessaryapplicable) (other than as to information supplied in writing by Parent or Merger Sub, in connection expressly for inclusion therein, including with respect to the MergerKing Nominee Information Statement, as to which no representation is made) will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company will cause each of the Company Disclosure Statements will Documents to comply as to form in all material respects with all provisions of applicable law. None the requirements of the information supplied by Exchange Act applicable thereto and any other applicable Law as of the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willdate of such filing and, if applicable, at the respective times that any Disclosure Statement and time of distribution or other dissemination to the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany’s stockholders.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy Information Statement will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s stockholders, contain any untrue statement of a material fact or information statement ("Proxy Statement") relating omit to state any meeting material fact required to be stated therein or necessary to make the statements therein, in light of the Company's stockholders to be held in connection with circumstances under which they were made, not misleading or (ii) the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Proxy Statement will, at the date each and any of the Disclosure Statements it is first mailed to the Company’s stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, Stockholders Meeting (as defined in connection with the MergerSection 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. The Disclosure Statements Schedule 14D-9, the Information Statement and the Proxy Statement, at the date such Proxy Statement is first mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting, will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent, U.S. Parent or Merger Sub or any of their respective Representatives for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Xxxx-Xxxxx for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Registration Statement will, at the date each and time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Disclosure Statements circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement, at the date it is first mailed to stockholders of the Company Spartan Stores Shareholders or Xxxx-Xxxxx Stockholders and at the time of the meeting of stockholders of Spartan Stores Shareholder Meeting and the Company to be heldXxxx-Xxxxx Stockholder Meeting, if necessary, in connection with the Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Joint Proxy Statement (other than the portions thereof relating solely to the Spartan Stores Shareholder Meeting), at the time the Joint Proxy Statement is filed with the SEC, at any time it is amended or supplemented, at the time it becomes effective under the Securities Act and at the date it is first mailed to the Spartan Stores Shareholders and Xxxx-Xxxxx Stockholders, will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Xxxx-Xxxxx with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing or on behalf of Spartan Stores or Merger Sub for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingJoint Proxy Statement.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Black & Xxxxxx for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, Schedule 14D-9at the time the Form S-4 is filed with the SEC, at any other tender offer materialstime it is amended or supplemented or at the time it is declared effective under the Securities Act, Schedule 14A contain any untrue statement of a material fact or 14C, or the proxy statement or information statement ("Proxy Statement") relating omit to state any meeting of the Company's stockholders material fact required to be held in connection with stated therein or necessary to make the Merger statements therein not misleading or (all of ii) the foregoing documents, collectively, the "Disclosure Statements") Joint Proxy Statement will, at the date each and any of the Disclosure Statements it is first mailed to each of Xxxxxxx’x shareholders and Black & Xxxxxx’x stockholders of the Company and or at the time of the meeting of stockholders each of the Company to be held, if necessary, in connection with Xxxxxxx Shareholders Meeting and the MergerBlack & Xxxxxx Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Joint Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Black & Xxxxxx with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Xxxxxxx or Merger Sub for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company AmSurg or New Amethyst for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Holdings in connection with the Merger Mergers (all of the foregoing documents, collectively, the "Disclosure Statements"“Form S-4”) will, at the date each time the Form S-4 is filed with the SEC, and at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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 or any amendment or supplement is mailed to each of the holders of Holdings Common Stock and AmSurg Common Stock and at the time of each of the Holdings Stockholders Meeting and AmSurg Shareholders Meeting, contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (except that no representation or warranty is made by AmSurg to such portions thereof that relate expressly to Holdings or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Holdings for inclusion or incorporation by reference therein, in light of the circumstances under which they are made, not misleading). The Disclosure Statements Form S-4 and Joint Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements Securities Act or provided by the Company in the Schedule 14D-9 willExchange Act, at the respective times that any Disclosure Statement as applicable, and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingother applicable Law.

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 the Company or on behalf of Parent, Merger Sub or LLC specifically for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 will, at the date each and time the Form S-4 or any amendments or supplements thereto are filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the Disclosure Statements circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, on the date it is first mailed to stockholders of the Company and stockholders of Parent, and at the time of the meeting of stockholders of Company Stockholders Meeting and the Company to be held, if necessary, in connection with the MergerParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent, Merger Sub and LLC make no representation or warranty with respect to any information supplied by or on behalf of the Company in writing for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingforegoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders Form S-4 to be held filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the Merger (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure Statements"“Form S-4”) will, at the date each and time the Form S-4 is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as misleading and (b) the proxy statement to form in all material respects with all provisions of applicable law. None be sent to the stockholders of the information supplied by Company relating to the Company in writing for inclusion in Stockholders’ Meeting (as amended or supplemented from time to time, the Disclosure Statements or provided by the Company in the Schedule 14D-9 “Proxy Statement”) will, at the respective times that any Disclosure Statement and the Schedule 14D-9 date it, or any amendments thereof amendment or supplements thereto are filed with supplement to it, is mailed to stockholders of the SEC Company and are first published or sent or given to holders at the time of Sharesthe Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleadingmisleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference therein). 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.

Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company Parties for inclusion or incorporation by reference in the Offer DocumentsS-4, Schedule 14D-9, Proxy Statement or any other tender offer materials, Schedule 14A document to be filed with the SEC or 14C, or the proxy statement or information statement ("Proxy Statement") relating provided to any meeting holders of the Company's stockholders to be held Units in connection with the Merger transactions contemplated by this Agreement (all the “Other Filings”) will not, in the case of the foregoing documentsS-4 at the time it becomes effective, collectively, or in the "Disclosure Statements") willcase of the Proxy Statement, at the date each and any of the Disclosure Statements it is first mailed to stockholders of the Company and Shareholders or at the time of the meeting Company Shareholders’ Meeting or at the time of stockholders any amendment or supplement thereof, or, in the case of any Other Filing at the date it is first mailed to the Company to be held, if necessary, Shareholders or holders of interests in connection any U.S. Subsidiary or at the date it is first filed with the MergerSEC, contain any untrue statement of a material fact or omit to state any material fact required to 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 Disclosure Statements No representation is made (or omitted to be made) by the Company Parties with respect to statements made or incorporated by reference therein based on information supplied by Buyer Parties in connection with the preparation of the S-4, the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All documents that the Company is responsible for filing with the SEC in connection with the Election, the Mergers, or the other transactions contemplated by this Agreement, will comply as to form and substance in all material respects with all provisions of the applicable law. None requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Securities Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with rules and regulations thereunder and the SEC Exchange Act and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingrules and regulations thereunder.

Information Supplied. None of the information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of Liberty specifically for inclusion in or incorporation by reference in, and which is included in or incorporated by reference in, (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 will, at the date each and time (i) that the Form S-4 or any amendments or supplements thereto are filed with the SEC, (ii) the Form S-4 becomes effective under the Securities Act, (iii) of the Disclosure Statements is mailed to stockholders Liberty Stockholders Meeting, (iv) of the Company Split-Off and at the time (v) of the meeting of stockholders of the Company to be held, if necessary, 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 thereinmade therein not misleading, in light and (b) the Prospectus / Proxy Statement will, on the date it is first mailed to stockholders of Liberty and at the time of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements Liberty Stockholders Meeting (or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed filing with the SEC and are first published (as applicable)), be false or sent or given misleading with respect to holders of Sharesany 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 were are made, not misleadingmisleading or necessary to correct any statement in any earlier communication. The Form S-4 and Prospectus / Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act. Notwithstanding the foregoing, Liberty makes no representation or warranty with respect to information supplied by or on behalf of SiriusXM for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company in writing specifically for inclusion in (a) the Registration Statement on Form S-4 (or incorporation such other form required or deemed appropriate by reference the SEC) to be filed with the SEC by Parent under the Securities Act for the purpose of registering the Parent Shares to be issued in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A Merger or 14C, or pursuant to this Agreement (the "Registration Statement") and/or (b) the joint proxy statement or information statement to be distributed in connection with the Special Meeting (as defined in Section 6.02(a)) and the Parent Stockholders' Meeting (as defined in Section 6.02(b)) (the "Proxy Statement") relating to any meeting ), will, in the case of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willRegistration Statement, at the date each time it becomes effective and the Effective Time, or, in the case of the Proxy Statement and any amendments or supplements thereto, at the time of the Disclosure Statements is mailed to stockholders mailing of the Company Proxy Statement and any amendments or supplements thereto, and at the time of the meeting of stockholders each of the Company to be held, if necessary, in connection with Special Meeting and the MergerParent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Proxy Statement, insofar as it pertains to the Company, will comply as to form in all material respects with all provisions of applicable law. None the requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingregulations thereunder.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company X. X. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in the Offer DocumentsForm S-4, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Joint Proxy Statement") relating to /Prospectus or in any meeting of the Company's stockholders materials to be held delivered by X. X. Xxxxx or Merger Sub to potential financing sources in connection with the Merger transactions contemplated by this Agreement will (all i) in the case of the foregoing documents, collectively, the "Disclosure Statements") willForm S-4, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergerit becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form , (ii) in all material respects with all provisions of applicable law. None the case of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willJoint Proxy Statement/Prospectus, at the respective times that any Disclosure Statement and time of the Schedule 14D-9 or any amendments mailing thereof or supplements thereto are filed with at the SEC and are first published or sent or given time the X. X. Xxxxx Stockholder Meeting is to holders of Sharesbe held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, at the date such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in light order to make the statements therein not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to X. X. Xxxxx, Merger Sub, their respective officers and directors and the X. X. Xxxxx Subsidiaries) comply in all material respects with the applicable requirements of the circumstances under which they were made, not misleadingSecurities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA16.

Information Supplied. None The information relating to the Company and the Company Subsidiaries to be contained in, or incorporated by reference in, (a) the Form S-4 to be filed with the SEC by Parent in connection with the registration under the Securities Act of the information supplied or -------------------- shares of Parent Common Stock to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held issued in connection with the Merger (all of as amended or supplemented from time to time (the foregoing documents, collectively, the "Disclosure Statements"“Form S-4”)) willwill not, at the date each and time the Form S-4 is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities Act, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they are were made, not misleading. The Disclosure Statements misleading and (b) the Information Statement (or any amendment or supplement thereto) will comply as not, on the date the Information Statement is first mailed to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements Stockholders or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure time the Information Statement and the Schedule 14D-9 (or any amendments thereof amendment or supplements thereto are supplement thereto) is filed with the SEC and are first published or sent or given to holders of SharesSEC, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they were made, not misleading. The Information Statement will comply in all material respects as to form with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.21, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Information Statement based upon information supplied by or on behalf of Parent or Merger Sub.

Information Supplied. (i) None of (A) the Offer Documents or (B) the information supplied or -------------------- to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in the Offer DocumentsProxy Statement, if any, the Schedule 14D-9, 14D-9 and any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders documents to be held filed with the SEC in connection with the Merger (all of the foregoing transactions contemplated hereby, including any amendment or supplement to such documents, collectively, the "Disclosure Statements") will, at the date each respective times such documents are filed, and, with respect to the Proxy Statement, if any, and any of the Disclosure Statements is mailed Offer Documents, when first published, sent or given to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make made the statements made therein, in the light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form misleading or, in all material respects with all provisions of applicable law. None the case of the information supplied by the Company in writing for inclusion in the Disclosure Statements Proxy Statement, if any, or provided by the Company in the Schedule 14D-9 willany amendment thereof or supplement thereto, at the respective times that any Disclosure Statement time of the Company Stockholders Meeting, if any, and at the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of SharesEffective Time, 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 made the statements made therein, in the light of the circumstances under which they were are made, not misleading or necessary to correct any statement in any earlier communication with respect to the Offer or the solicitation of proxies for the Company Stockholders Meeting, if any, which shall have become misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. None of The information relating to the information supplied or -------------------- Company and its Subsidiaries to be supplied by contained in the joint proxy statement in preliminary and definitive form relating to the Company for inclusion or incorporation by reference Special Meeting and the Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Shares issuable in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectivelytogether with any amendments or supplements thereto, the "Disclosure Statements"“Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to which the offer and sale of Parent Shares in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form S-4”) willwill not, at on the date each the Joint Proxy Statement/Prospectus (and any of the Disclosure Statements amendment or supplement thereto) is first mailed to stockholders the shareholders of the Company and Parent or at the time the Form S-4 (and any amendment or supplement thereto) is declared effective or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSpecial Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement time and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of Parent) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement/Prospectus or the Form S-4 which were 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 Company Parties for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, Form S-4 or the proxy statement or information statement ("Proxy Statement"/Prospectus will (a) relating to any meeting in the case of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willForm S-4, at the date each and time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Disclosure Statements circumstances under which they are made, not misleading, or (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is first mailed to stockholders of the Company and Company’s shareholders or at the time of the meeting of stockholders of Company Shareholders Meeting, or at the time that the Form S-4 is declared effective or at the Company to be held, if necessary, in connection with Merger Effective Time or the MergerTopco Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, New Liberty Holdco, their officers and trustees and the Company Subsidiaries) comply as to form in all material respects with all provisions of the applicable law. None requirements of the information Securities Laws. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light on behalf of the circumstances under which they were madeCompany, not misleadingNew Liberty Holdco or the Partnership.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Velodyne for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Ouster in connection with the Merger Mergers (all of the foregoing documents, collectively, the "Disclosure Statements"“Form S-4”) will, at the date each time the Form S-4 is filed with the SEC, and at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , and (ii) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Joint Proxy Statement will, at the respective times that any Disclosure Statement and the Schedule 14D-9 date it or any amendments thereof amendment or supplements thereto are filed with supplement is mailed to each of the SEC and are first published or sent or given to holders of SharesOuster Common Stock and Velodyne Common Stock and Velodyne Preferred Stock (if any) and at the time of each of the Ouster Stockholders Meeting and Velodyne Stockholders Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleadingmisleading (except that no representation or warranty is made by Velodyne to such portions thereof that relate expressly to Ouster or any of its Subsidiaries, including Merger Sub I and Merger Sub II, or to statements made therein based on information supplied by or on behalf of Ouster for inclusion or incorporation by reference therein). 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 or Exchange Act, as applicable, and other applicable Law.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Pubco, Merger Sub 1, and Merger Sub 2 expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Offer Documents, Schedule 14D-9, Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing Pubco, Merger Sub 1, or Merger Sub 2 expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, neither Pubco nor Merger Sub 1 nor Merger Sub 2 makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Company, or any of their respective Affiliates.

Information Supplied. None of the information supplied or -------------------- to be supplied by in writing on or behalf of the Company REIT II Parties or any REIT II Subsidiary for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("REIT III Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Statement will, at the date each and any of the Disclosure Statements time it is first mailed to stockholders of the Company and REIT III stockholders, at the time of the meeting of stockholders of REIT III Stockholders Meeting, at the Company to be held, if necessary, in connection with time the MergerForm S-4 is declared effective by the SEC or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , or (b) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Form S-4 will, at the respective times that any Disclosure Statement and time such document is declared effective by the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of SharesSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. All documents that REIT II is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT II and the REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT III Parties.

Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company Comcast for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, registration statement on Form S-4 or any other tender offer materials, Schedule 14A amendment or 14C, supplement thereto pursuant to which shares of Parent Common Stock (and any K/A Securities or K/C Securities) issuable in the proxy statement or information statement Mergers will be registered with the SEC (the "Proxy Registration Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and shall not at the time of the meeting of stockholders of Registration Statement is declared effective by the Company to be held, if necessary, in connection with the Merger, 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 are were made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing Comcast for inclusion in the Disclosure Statements joint proxy statement/prospectus or provided by any amendment or supplement thereto (the Company "Joint Proxy Statement") to be sent to Comcast shareholders in connection with their meeting to consider this Agreement and the Schedule 14D-9 willComcast Merger (the "Comcast Shareholders' Meeting") and to be sent to AT&T shareholders in connection with their meeting to consider this Agreement and the AT&T Broadband Merger (the "AT&T Shareholders' Meeting") shall not, on the date the Joint Proxy Statement is first mailed to the shareholders of each of Comcast and AT&T, at the respective times that any Disclosure Statement and time of the Schedule 14D-9 Comcast Shareholders' Meeting, at the time of the AT&T Shareholders' Meeting or any amendments thereof or supplements thereto are filed with at the SEC and are first published or sent or given to holders of SharesEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company Target for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Aytu in connection with the Merger Aytu Stock Issuance (all of the foregoing documents, collectively, the "Disclosure StatementsForm S-4") will, at the date each time the Form S-4 is filed with the SEC, and at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by or on behalf of the Company in writing Target for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are joint proxy statement to be filed with the SEC and are sent to the Target's stockholders in connection with the Merger and the other transactions contemplated by this Agreement and to the Aytu's stockholders in connection with the Aytu Stock Issuance (including any amendments or supplements thereto, the "Joint Proxy Statement") will, at the date it is first published mailed to the Target's and Aytu's stockholders or sent at the time of the Target Stockholders Meeting or given to holders Aytu Stockholders Meeting or at the time of Sharesany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Joint 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 Target with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of the Target.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (all of the foregoing documents, collectively, the "Disclosure StatementsForm S-4") will, at the date each and time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Disclosure Statements 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 of the Company and or Parent's stockholders or at the time of the meeting of stockholders of Company Stockholders Meeting or the Company to be held, if necessary, in connection with the MergerParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements portions of the Joint Proxy Statement supplied by the Company will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent specifically for inclusion or incorporation by reference in the Disclosure Statements Form S-4 or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingJoint Proxy Statement.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Northwest for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Delta in connection with the issuance of Delta Common Stock in the Merger (all of the foregoing documents, collectivelyincluding any amendments or supplements, the "Disclosure Statements"“Form S-4”) will, at the time 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 to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date each and any of the Disclosure Statements it is first mailed to Northwest’s stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerNorthwest Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Joint Proxy Statement (other than the portion thereof relating solely to the Delta Stockholders’ Meeting) and the Form S-4 will comply as to form in all material respects with all the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of applicable law. None of this Section 3.1(e), no representation or warranty is made by Northwest with respect to information or statements made or incorporated by reference in the information Form S-4 or the Joint Proxy Statement which were not supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders on behalf of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingNorthwest.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by the Company Oryx for inclusion or incorporation by reference in (A) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 will, at the date each and time the Form S-4 is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading and (B) the Joint Proxy Statement/Prospectus will, in light on the date it is first mailed to Oryx stockholders or Xxxx-XxXxx stockholders or at the time of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of Oryx Stockholders Meeting or the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of SharesXxxx-XxXxx Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The portions of the Form S-4 and the Joint Proxy Statement/Prospectus supplied by Oryx (whether by inclusion or by incorporation by reference therein) will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company IPC for inclusion or incorporation by reference in (i) the Offer DocumentsForms S-4 (as defined in Section 5.01) will, Schedule 14D-9at the time each Form S-4 is filed with the SEC, and at any other tender offer materialstime it is amended or supplemented or at the time it becomes effective under the Securities Act, Schedule 14A contain any untrue statement of a material fact or 14C, or the proxy statement or information statement ("Proxy Statement") relating omit to state any meeting of the Company's stockholders material fact required to be held stated therein or necessary to make the statements therein not misleading, and (ii) each Information Statement/Prospectus (as defined in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements"Section 5.01(a)) will, at the date each and any of the Disclosure Statements it is first mailed to IPC's stockholders of or IXnet's stockholders, as the Company and case may be, or at the time of the meeting of stockholders of IPC Stockholder Meeting (as defined in Section 5.01(b)) or the Company to be heldIXnet Stockholder Meeting, if necessary, in connection with as the Mergercase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Forms S-4 and the Information Statement/Prospectuses will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by IPC with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent or its subsidiaries for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Forms S-4 and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingInformation Statement/Prospectuses.

Information Supplied. None of (a) The information relating to Pluto, Spinco, Spinco Sub and their respective Subsidiaries, the information supplied Spinco Business, or -------------------- the transactions contemplated by this Agreement or any Transaction Document to be supplied provided by the Company Pluto, Spinco, Spinco Sub or their respective Subsidiaries specifically for inclusion in, or incorporation by reference in into, (i) the Offer DocumentsSplit Off TO and the Proxy Statement/Prospectus will not, Schedule 14D-9on the date the Split Off TO (if applicable) and the Proxy Statement/Prospectus, any other tender offer materialsrespectively, Schedule 14A or 14C, are first mailed to the Pluto stockholders or the proxy statement or information statement Utah shareholders ("Proxy Statement"as applicable), (ii) relating to any meeting of the Company's stockholders to be held in connection with Distribution Registration Statement and the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willCombination Registration Statement will not, at the date time the Distribution Registration Statement and the Combination Registration Statement (and in each and case any of amendment or supplement thereto), respectively, are filed with the Disclosure Statements is SEC, are declared effective by the SEC or are first mailed to the Utah shareholders or Pluto stockholders of (as applicable), (iii) the Company and Proxy Statement/Prospectus will not, at the time of the meeting of stockholders Utah Shareholders Meeting, (iv) the Distribution Registration Statement will not, on the date of the Company to be heldDistribution or at the closing of the Split Off Exchange Offer (as applicable), if necessaryor (v) the Combination Registration Statement will not, in connection with at the MergerEffective 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of The information relating to the information supplied or -------------------- Company and its Subsidiaries to be supplied by contained in the joint proxy statement in preliminary and definitive form relating to the Company for inclusion or incorporation by reference Special Meeting and the Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Shares issuable in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectivelytogether with any amendments or supplements thereto, the "Disclosure Statements"“Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to which the offer and sale of Parent Shares in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form S-4”) willwill not, at on the date each the Joint Proxy Statement/Prospectus (and any of the Disclosure Statements amendment or supplement thereto) is first mailed to the stockholders of the Company and shareholders of Parent or at the time the Form S-4 (and any amendment or supplement thereto) is declared effective or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSpecial Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement time and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of Parent) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement/Prospectus or the Form S-4 which were not supplied by or on behalf of the Company.

Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company Comcast for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, registration statement on Form S-4 or any other tender offer materials, Schedule 14A amendment or 14C, supplement thereto pursuant to which shares of Parent Common Stock (and any K/A Securities or K/C Securities) issuable in the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to Mergers will be held in connection registered with the Merger SEC (all of the foregoing documents, collectively, the "Disclosure Statements"“Registration Statement”) will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and shall not at the time of the meeting of stockholders of Registration Statement is declared effective by the Company to be held, if necessary, in connection with the Merger, 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 are were made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing Comcast for inclusion in the Disclosure Statements joint proxy statement/prospectus or provided by any amendment or supplement thereto (the Company “Joint Proxy Statement”) to be sent to Comcast shareholders in connection with their meeting to consider this Agreement and the Schedule 14D-9 willComcast Merger (the “Comcast Shareholders’ Meeting”) and to be sent to AT&T shareholders in connection with their meeting to consider this Agreement and the AT&T Broadband Merger (the “AT&T Shareholders’ Meeting”) shall not, on the date the Joint Proxy Statement is first mailed to the shareholders of each of Comcast and AT&T, at the respective times that any Disclosure Statement and time of the Schedule 14D-9 Comcast Shareholders’ Meeting, at the time of the AT&T Shareholders’ Meeting or any amendments thereof or supplements thereto are filed with at the SEC and are first published or sent or given to holders of SharesEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of Buyer and its Subsidiaries in writing for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, Form S-4 or the proxy statement or information statement Information Statement will ("Proxy Statement"a) relating to any meeting in the case of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willForm S-4, at the date each and 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 Disclosure Statements is mailed to stockholders circumstances under which they are made, not misleading, or (b) in the case of the Company and Information Statement, at the time of the meeting of stockholders of Information Statement is first mailed to the Company to be held, if necessary, in connection with the MergerStockholders, contain any untrue statement of a material fact or omit to state any material fact required to 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 Disclosure Statements Form S-4, at the time it becomes effective under the Securities Act, and the Information Statement, at the time it is first mailed to the Company Stockholders, will (with respect to Buyer, its officers and directors and the Buyer’s Subsidiaries) comply as to form in all material respects with all provisions of the applicable law. None requirements of the information Securities Act and the Exchange Act and the rules and regulations thereunder. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Information Statement that were not supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willon behalf of Buyer, at the respective times that any Disclosure Statement and the Schedule 14D-9 its Subsidiaries or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingtheir respective Representatives.

Information Supplied. None of the information supplied relating to REIT II or -------------------- to be supplied any REIT II Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any document filed with any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held Governmental Authority in connection with the Merger transactions contemplated by this Agreement will (all a) in the case of the foregoing documentsProxy Statement, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders mailing thereof, at the time of the Company Stockholders Meeting, at the time the Form S-4 is declared effective or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be heldstated therein or necessary in order to make the statements therein, if necessaryin light of the circumstances under which they are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the MergerMergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements All documents that REIT II is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT II, its officers, directors and partners and the REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will comply as to form in all material respects with all provisions of the applicable law. None requirements of the information supplied Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingREIT I Parties.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Sirona for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by DENTSPLY in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements"“Form S-4”) will, at the date each time the Form S-4 is filed with the SEC, and at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , and (ii) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Joint Proxy Statement will, at the respective times that any Disclosure Statement and the Schedule 14D-9 date it or any amendments thereof amendment or supplements thereto are filed with supplement is mailed to each of the SEC and are first published or sent or given to holders of SharesDENTSPLY Common Stock and Sirona Common Stock and at the time of each of the DENTSPLY Shareholders Meeting and Sirona Shareholders Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleadingmisleading (except that no representation or warranty is made by Sirona to such portions thereof that relate expressly to DENTSPLY or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of DENTSPLY for inclusion or incorporation by reference therein). The Form S-4 and 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 the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or (iii) the proxy statement or information statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") relating or (iv) the information to any meeting be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer Documents and 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 holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of the Company to be held, if necessary, in connection with the Mergerthis Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein. The Disclosure Statements Schedule 14D-9, the Proxy Statement and the Information Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in the Disclosure Statements or provided by the Company any of Guarantor's (as defined in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed Section 9.1) SEC publicly available filings with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingSEC.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company each of Pubco and Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Offer DocumentsRegistration Statement; or (c) in the mailings or other distributions to Purchaser’s, Schedule 14D-9Pubco’s or Merger Sub’s, shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing each of Pubco and Merger Sub expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, each of Pubco and Merger Sub does not make any warranty or covenant with respect to any information supplied by or on behalf of Purchaser, the Target Companies, the Company Shareholders or any of their respective Affiliates.

Information Supplied. None of the information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of Great Lakes specifically for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Crompton in connection with the issuance of shares of Crompton Common Stock in the Merger (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure StatementsForm S-4") will, at the date each and time the Form S-4, or any amendments or supplements thereto, are filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the Disclosure Statements circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement will, on the date it is first mailed to stockholders of Great Lakes and the Company stockholders of Crompton, and at the time of Great Lakes Stockholders Meeting and the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerCrompton Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as Notwithstanding the foregoing, Great Lakes makes no representation or warranty with respect to form any information supplied (or to be supplied) by or on behalf of Crompton or Merger Sub for inclusion or incorporation by reference in all material respects with all provisions of applicable law. None any of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingforegoing documents.

Information Supplied. None of the information supplied relating to STAR or -------------------- to be supplied any STAR Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by STAR or any STAR Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any document filed with any other tender offer materialsGovernmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Proxy Statement, Schedule 14A at the time of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 is declared effective or 14Cat the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the proxy statement case of the Form S-4 or information statement ("Proxy Statement") relating with respect to any meeting of the Company's stockholders other document to be held filed by STAR with the SEC in connection with the Merger (all of or the foregoing documentsother transactions contemplated by this Agreement, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection its filing with the MergerSEC, contain any untrue statement of a material fact or omit to state any material fact required to 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 Disclosure Statements All documents that STAR is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to STAR, its officers, directors and partners and the STAR Subsidiaries (or other information supplied by or on behalf of STAR or any STAR Subsidiaries for inclusion therein) will comply as to form in all material respects with all provisions of the applicable law. None requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Securities Act and the Schedule 14D-9 Exchange Act; provided, that no representation is made as to statements made or any amendments thereof incorporated by reference by or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light on behalf of the circumstances under which they were made, not misleadingSTAR III Parties.

Information Supplied. None The Company (at the direction of the Special Committee) shall prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement, a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company (at the direction of the Special Committee), AMI and AMF shall prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement, a Schedule 13E-3 under Rule 13e-3 under the Exchange Act (such Schedule 13-E, including any amendment or supplement thereto, the “Schedule 13E-3”). Each of the Company, AMI and AMF agrees, as to itself and its Subsidiaries, that the Proxy Statement and Schedule 13E-3 as filed by it will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. (i) Each of AMI and AMF agrees that none of the information supplied by it or -------------------- to be supplied by the Company any of its Subsidiaries for inclusion or incorporation by reference in the Offer Documents, Proxy Statement or Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or 13E-3 and (ii) the proxy statement or information statement ("Proxy Statement") relating to any meeting Company agrees that none of the Company's stockholders information supplied by it with respect to be held this Merger Agreement and the transactions contemplated hereby for inclusion or incorporation by referenced in connection with the Merger Proxy Statement or Schedule 13E-3, will, in the case of each of clauses (all of the foregoing documents, collectively, the "Disclosure Statements"i) willand (ii), at the date each and any of the Disclosure Statements is mailed mailing to stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of SharesStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the written information supplied or -------------------- to be supplied by the Company Buyer or any of its Affiliates, directors, officers, employees, agents or Representatives expressly for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, Proxy Statement or any other tender offer materials, Schedule 14A documents filed or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held filed with the SEC in connection with the Merger (all Transactions, will, as of the foregoing documents, collectively, the "Disclosure Statements"time such documents (or any amendment thereof or supplement thereto) will, at the date each and any of the Disclosure Statements is are mailed to Seller’s stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSeller 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. The Disclosure Statements All documents that Buyer is responsible for filing with the SEC in connection with the Transactions will comply as to form in all material respects with all provisions of the applicable law. None requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, will not contain any untrue statement of a material fact 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 were made, not misleading. None of the written information supplied or necessary to be supplied by Seller or any of its Subsidiaries or Representatives expressly for inclusion or incorporation by reference in any document to be filed by Buyer with the SEC in connection with the Transactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are filed, 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 were made, not misleading.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company or on behalf of ARPI and ARP OP in writing for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, Form S-4 or the proxy statement or information statement Prospectus/Proxy Statement will ("Proxy Statement"a) relating to any meeting in the case of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willForm S-4, at the date each and 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 Disclosure Statements circumstances under which they are made, not misleading, or (b) in the case of the Prospectus/Proxy Statement, at the time the Prospectus/Proxy Statement is first mailed to ARPI’s stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerARPI 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. The Disclosure Statements Form S-4, at the time it becomes effective under the Securities Act, and the Prospectus/Proxy Statement, at the time it is first mailed to ARPI’s stockholders or at the time of the ARPI Stockholder Meeting, will (with respect to ARPI, its officers and directors and the ARPI Subsidiaries) comply as to form in all material respects with all provisions of the applicable law. None requirements of the information Securities Act and the Exchange Act and the rules and regulations thereunder. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Prospectus/Proxy Statement that were not supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willon behalf of ARPI, at the respective times that any Disclosure Statement and the Schedule 14D-9 ARP OP or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingtheir respective Representatives.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (all of the foregoing documents, collectively, the "Disclosure StatementsForm S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date each and any of the Disclosure Statements Proxy Statement is first mailed to the Company's stockholders of the Company and or Parent's stockholders or at the time of the meeting of stockholders of Company's Stockholders' Meeting (as defined in Section 5.01(b)) or the Company to be held, if necessary, Parent's Stockholders' Meeting (as defined in connection with the MergerSection 5.01(c)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Proxy Statement will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent or Sub for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingProxy Statement.

Information Supplied. None of the information supplied relating to STAR III or -------------------- to be supplied any STAR III Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by STAR III or any STAR III Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any document filed with any other tender offer materialsGovernmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Proxy Statement, Schedule 14A at the time of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 is declared effective or 14Cat the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the proxy statement case of the Form S-4 or information statement ("Proxy Statement") relating with respect to any meeting of the Company's stockholders other document to be held filed by STAR III with the SEC in connection with the Merger (all of or the foregoing documentsother transactions contemplated by this Agreement, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection its filing with the MergerSEC, contain any untrue statement of a material fact or omit to state any material fact required to 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 Disclosure Statements All documents that STAR III is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to STAR III, its officers, directors and partners and the STAR III Subsidiaries (or other information supplied by or on behalf of STAR III or any STAR III Subsidiaries for inclusion therein) will comply as to form in all material respects with all provisions of the applicable law. None requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Securities Act and the Schedule 14D-9 Exchange Act; provided, that no representation is made as to statements made or any amendments thereof incorporated by reference by or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light on behalf of the circumstances under which they were made, not misleadingSTAR Parties.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company IUB for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders S-4 to be held filed with the SEC by IUB in connection with the issuance of IUB Common Stock in the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Disclosure Statements is mailed circumstances under which they were made, not misleading, and (ii) the Proxy Statement to stockholders be filed with the SEC in connection with the meeting of shareholders will, at the Company dates of mailing to shareholders of IUB and PTC and at the time of the meeting meetings of stockholders shareholders of the Company IUB and PTC to be held, if necessary, 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 were made, not misleading. The Disclosure Statements Proxy Statement (except for such portions thereof that relate only to PTC) will comply as to form in all material respects with all the provisions of applicable lawthe Exchange Act and the rules and regulations thereunder. None of the The information supplied by the Company in writing for inclusion set forth in the Disclosure Statements or provided IUB Letter by the Company IUB for purposes of this Agreement is true and accurate in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a all material fact or omit to state any 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.respects. (j)

Information Supplied. None of the information supplied or -------------------- to be -------------------- supplied by the Company Duke for inclusion or incorporation by reference in the Offer DocumentsS-4 will, Schedule 14D-9at the time the S-4 becomes effective under the Securities Act or at the Effective Time, contain any other tender offer materialsuntrue 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, Schedule 14A and none of the information supplied or 14Cto be supplied by Duke and included or incorporated by reference in the Joint Proxy Statement will, at the date mailed to the shareholders of Duke and the stockholders of PanEnergy or at the proxy statement or information statement ("Proxy Statement") relating to any time of the meeting of the Company's such shareholders or stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, or at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerEffective 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. If at any time prior to the Effective Time any event with respect to Duke or any of its Subsidiaries, or with respect to other information supplied by Duke for inclusion in the Joint Proxy Statement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Duke. The Disclosure Statements Joint Proxy Statement, insofar as it relates to Duke or its Subsidiaries or other information supplied by Duke for inclusion therein, will comply as to form in all material respects with all the provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingregulations thereunder.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by the Company Wxxxxx-Xxxxxxx for inclusion or incorporation by reference in (A) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Wxxxxx-Xxxxxxx in connection with the Merger (all issuance of shares of Wxxxxx- Xxxxxxx Common Stock in connection with the Merger, or any of the foregoing documents, amendments or supplements thereto (collectively, the "Disclosure StatementsForm S-4") will, at the date each and time the Form S-4 is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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 therein not misleading and (B) the proxy statement for use relating to the adoption by the stockholders of Agouron of this Agreement or any of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with (collectively, the SEC and are "Proxy Statement") will, on the date it is first published mailed to Agouron stockholders or sent or given to holders at the time of Sharesthe Agouron Stockholders Meeting ( as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Form S-4 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.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Parent in connection with the Merger (all issuance of shares of Parent Common Stock in the Merger, or any of the foregoing documents, amendments or supplements thereto (collectively, the "Disclosure Statements"Form S-4'') will, at the date each and any of time the Disclosure Statements is mailed to stockholders of Form S-4 becomes effective under the Company Securities Act and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerEffective 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 (ii) the proxy statement to be distributed in connection with the Company's meeting of stockholders to vote upon this Agreement or any of the amendments or supplements to such proxy statement (collectively, the "Proxy Statement''), will, at the date it is first mailed to the Company's stockholders and at the time of the meeting of the Company's stockholders held to vote on approval of this Agreement, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting (as defined herein) which has become false or misleading, except that no representation is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the Proxy Statement. The Disclosure Statements Proxy Statement and the Form S-4 will comply as to form in all material respects with all provisions of applicable law. None the requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingregulations thereunder.

Information Supplied. None of the information supplied or -------------------- to be -------------------- supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement Registration Statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held as defined in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements"Section 6.9) will, at the time the Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act 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 each and any of the Disclosure Statements Joint Proxy Statement is first mailed to stockholders of the Company Company's and Parent's shareholders and at the time of the meeting of stockholders of the Company to be held, if necessary, Shareholders Meeting (as defined in connection with the MergerSection 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. The Disclosure Statements Joint Proxy Statement, as it relates to the Company Shareholders Meeting, will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None Subject to the accuracy of the representations and warranties of Seller set forth in Section 5.28, none of the information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of Parent or Purchaser specifically for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 will, at the date each and time the Form S-4 or any amendments or supplements thereto are filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the Disclosure Statements circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, on the date it is first mailed to unitholders of Seller and stockholders of the Company Parent, and at the time of the meeting of stockholders of Seller Unitholders Meeting and the Company to be held, if necessary, in connection with the MergerParent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Disclosure Statements Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, neither Parent nor Purchaser makes any representation or warranty with respect to any information supplied by the Company in writing or on behalf of Seller for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingforegoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for First-Knox xxx inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Park in connection with the issuance of Park Common Shares in the Merger (all of the foregoing documents, collectively, the "Disclosure StatementsS-4") will, at the date each and any of time the Disclosure Statements S-4 is mailed to stockholders of filed with the Company SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the meeting circumstances under which they were made, not misleading, and (ii) the Proxy Statement will, at the date of stockholders mailing to shareholders and at the times of the Company meetings of shareholders to be held, if necessary, 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 were made, not misleading. The Disclosure Statements Proxy Statement (except for such portions thereof that relate only to Park) will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the 20 -------------------------------------------------------------------------------- rules and regulations of the SEC thereunder. All information about First-Knox xxx its Subsidiaries included in the S-4 and Proxy Statement will be deemed to have been supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingFirst-Knox.

Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company Parties for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, Proxy Statement or any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders document to be held filed with the SEC or provided to holders of CRH LP Units or CAR LP Units in connection with the Merger transaction contemplated by this Agreement (all the “Other Filings”) will not, in the case of the foregoing documents, collectively, the "Disclosure Statements") willProxy Statement, at the date each and any of the Disclosure Statements it is first mailed to the Company’s stockholders of the Company and or at the time of the meeting Company Stockholders’ Meeting or at the time of stockholders of the Company to be heldany amendment or supplement thereof, if necessaryor, in connection the case of any Other Filing at the date it is first mailed to the Company’s stockholders or holders of interests in any Subsidiary or at the date it is first filed with the MergerSEC, contain any untrue statement of a material fact or omit to state any material fact required to 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 Disclosure Statements No representation is made (or omitted to be made) by the Company Parties with respect to statements made or incorporated by reference therein based on information supplied by Buyer Parties in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All documents that the Company is responsible for filing with the SEC in connection with the Mergers, or the other transactions contemplated by this Agreement, will comply as to form and substance in all material respects with all provisions of the applicable law. None requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Securities Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with rules and regulations thereunder and the SEC Exchange Act and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingrules and regulations thereunder.

Information Supplied. None of the The information supplied or -------------------- to be supplied in writing by the Company Company, its Subsidiaries, or any of their respective officers, directors, representatives, agents or employees, for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willStatement will not, at the date each and any of time the Disclosure Statements Proxy Statement is first mailed to stockholders of the Company and Stockholders, at the time such Stockholders vote on adoption of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergerthis Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The Disclosure Statements will comply as to form in all material respects misleading and (b) the Form S-4, together with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willamendments and supplements thereto, will not, at the respective times that any Disclosure Statement time the Form S-4 is filed or becomes effective under the Securities Act and at the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of SharesEffective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.. No representation is made by the Company with A-25 26 respect to statements made or incorporated by reference therein based on information supplied by Watsxx xx any of Watsxx'x Xxxsidiaries specifically for inclusion or incorporation by reference in the Proxy Statement or the Form S-4. 4.39. Takeover Statutes. No "fair price", "moratorium", "control share acquisition" or other similar antitakeover statute or regulation enacted under state or federal laws in the United States, applicable to the Company or any of its Subsidiaries is applicable to the Merger or the other transactions contemplated hereby. ARTICLE V COVENANTS 5.1

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company BRHZ for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by Newco in connection with the issuance of Newco Shares in the Merger (the "S-4") will, Schedule 14D-9at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any other tender offer materialsuntrue 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, Schedule 14A or 14C, or and (ii) the proxy statement or information statement ("Proxy Statement") relating to any the meeting of BRHZ's stockholders and the Companymeeting of CFAM's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure StatementsProxy Statement") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company BRHZ and CFAM and at the time times of the meeting or meetings of stockholders of the Company BRHZ and CFAM to be held, if necessary, 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. The Disclosure Statements Proxy Statement, insofar as it relates to the meeting of BRHZ's stockholders to vote on the Merger, will comply as to form in all material respects with all the provisions of applicable law. None the Exchange Act and the rules and regulations thereunder, and the S-4 will comply as to form in all material respects with the provisions of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Securities Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingregulations thereunder.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documentsregistration statement on Form S-4 to be filed by the Buyer with the Securities and Exchange Commission (the "Commission") in connection with the registration of the Buyer Common Stock issuable upon conversion of the Company Common Stock in the Merger, Schedule 14D-9and any amendments thereto (the "Form S-4"), any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any filed by the Company with the Commission in connection with the meeting of the Company's stockholders with respect to be held the Merger (the "Company Stockholders Meeting") or the proxy statement filed by the Buyer with the Commission in connection with the meeting of the Buyer's stockholders with respect to the Merger (all the "Buyer Stockholders Meeting"), if any, and, in each case, any amendments or supplements thereto, either or both of which shall be the same as a proxy statement/prospectus contained in the Form S-4 (each such proxy statement/prospectus and any amendments or supplements thereto, collectively referred to herein as the "Joint Proxy Statement/Prospectus"), will, (a) in the case of the foregoing documents, collectively, the "Disclosure Statements") willForm S-4, at the date each and any time the Form S-4 becomes effective under the Securities Act or at the Effective Time, or (b) in the case of the Disclosure Statements is mailed to stockholders of the Company and Joint Proxy Statement/Prospectus, (i) at the time of the meeting of stockholders mailing of the Company to be heldJoint Proxy Statement/Prospectus and any amendments or supplements thereto, (ii) at the time of each of the Buyer Stockholders Meeting, if necessaryany, in connection with and the MergerCompany Stockholders Meeting, or (iii) 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus will comply, as of its mailing date, as to form in all material respects with all applicable law, including the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). Notwithstanding the foregoing provisions of this Section 3.4, the Company makes no representation or warranty with respect to the statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus, based on information supplied by Buyer for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company IBT or any IBT Subsidiary for inclusion or incorporation by reference in (i) the Offer DocumentsMerger Registration Statement will, Schedule 14D-9at the time the Merger Registration Statement becomes effective under the Securities Act, contain any other tender offer materials, Schedule 14A untrue statement of a material fact or 14C, omit to state any material fact required to be stated therein or necessary to make the proxy statement or information statement statements therein not misleading and ("ii) the Proxy Statement") relating to -Prospectus and any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") amendment or supplement thereto will, at the date each and any of the Disclosure Statements is mailed mailing to stockholders of the Company GCFC shareholders and at the time of the meeting of stockholders shareholders of the Company GCFC to be held, if necessary, 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, therein not misleading. The Disclosure Statements Proxy Statement-Prospectus (except for such portions thereof that relate only to GCFC) will comply as to form in all material respects with all the provisions of applicable law. None the Exchange Act and the rules and regulations thereunder, and the Merger Registration Statement (except for such portions thereof that relate only to GCFC) will comply in all material respects with the provisions of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Securities Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingregulations thereunder.

Information Supplied. None of the The information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer DocumentsJoint Proxy Statement and the Registration Statement will not, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or (a) in the proxy statement or information statement ("Proxy Statement") relating to any meeting case of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willRegistration Statement, at the date each and time the Registration Statement is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it is declared effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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 thereinfact, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading, and (b) in the case of the Joint Proxy Statement, as of the date the Joint Proxy Statement is first mailed to the shareholders of the Company and the stockholders of Parent, and at the time of the Company Shareholders’ Meeting and Parent Stockholders’ Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders’ Meeting or Parent Stockholders’ Meeting that has become false or misleading. Notwithstanding the foregoing sentence, the Company makes no representation or warranty with respect to any information supplied by Parent, Merger Sub or any of their Representatives for inclusion in any of the foregoing documents. The information supplied by the Company for inclusion in the Joint Proxy Statement and Registration Statement will comply as to form and substance in all material respects with the applicable 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 the Company MIT for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or Registration Statement on Form S-4 to be filed with the proxy statement or information statement SEC by the Company in connection with the issuance of shares of Company Common Stock and Company Cumulative Redeemable Preferred Stock in the Merger (the "Proxy StatementS-4") relating will, at the time the S-4 becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and none of the information supplied or to be supplied by MIT and included or incorporated by reference in the Joint Proxy Statement will, at the date mailed to stockholders of MIT and at the date mailed to stockholders of the Company or at the time of the meeting of the Company's such stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, or at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerEffective 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. If at any time prior to the Effective Time any event with respect to MIT or any of its Subsidiaries, or with respect to other information supplied by MIT for inclusion in the Joint Proxy Statement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the S- 4 or the Joint Proxy Statement, such event shall be so described, and MIT shall reasonably cooperate with the Company to cause such amendment or supplement to be promptly filed with the SEC and, as required by law, disseminated to the stockholders of MIT. The Disclosure Statements Joint Proxy Statement, insofar as it relates to MIT or its Subsidiaries or other information supplied by MIT for inclusion or incorporation by reference therein, will comply as to form in all material respects with all the provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingregulations thereunder.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company IMC or its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Newco in connection with the issuance of shares of Newco Stock (other than Newco Class B Common Stock) in the Merger (all and, to the extent permitted under applicable SEC rules and regulations, the Contribution) (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 becomes effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the foregoing documentscircumstances under which they are made, collectivelynot misleading or (b) the proxy statement relating to the IMC Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to IMC’s stockholders, the "Disclosure Statements"“Proxy Statement”) will, at the date each and any of the Disclosure Statements it is first mailed to the stockholders of the Company IMC and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerIMC Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as Notwithstanding the foregoing, no representation or warranty is made by IMC with respect to form statements made or incorporated by reference in all material respects with all provisions of applicable law. None of the Form S-4 or the Proxy Statement based on information supplied by the Company in writing Newco or Cargill or its Subsidiaries specifically for inclusion or incorporation by reference in the Disclosure Statements Form S-4 or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingProxy Statement.

Information Supplied. None of the information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of Liberty specifically for inclusion or incorporation by reference in in, and which is included or incorporated by reference in, (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Splitco in connection with the Merger issuance of shares of Splitco Common Stock in the Split-Off (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure StatementsSplitco Form S-4") and the registration statement on Form S-4 to be filed with the SEC by Holdings in connection with the issuance of shares of Holdings Common Stock in the Mergers and the Xxxxxx Contribution (as amended or supplemented from time to time, the "Holdings Form S-4") will, at the date time (i) that each and any of the Disclosure Statements is mailed to stockholders Splitco Form S-4 and the Holdings Form S-4, or any amendments or supplements thereto, are filed with the SEC, (ii) each of the Company Splitco Form S-4 and at the time Holdings Form S-4 becomes effective under the Securities Act, (iii) of the meeting of stockholders DIRECTV Stockholders Meeting, (iv) of the Company to be heldLiberty Stockholders Meeting, if necessary(v) of the Split-Off, in connection with (vi) of the Merger, DIRECTV Merger and (vii) of the Splitco 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 thereinmade therein not misleading, in light and (b) the Liberty Proxy Statement will, on the date it is first mailed to stockholders of Liberty and at the time of the circumstances under which they are madeLiberty Stockholders Meeting, not misleading. The Disclosure Statements will comply as be false or misleading with respect to form in all any material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willfact, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleadingmisleading or necessary to correct any statement in any earlier communication. The Liberty Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, Liberty makes no representation or warranty with respect to information regarding DIRECTV supplied by or on behalf of DIRECTV for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company X. X. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in the Offer DocumentsForm S-4, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Joint Proxy Statement") relating to /Prospectus or in any meeting of the Company's stockholders materials to be held delivered by X. X. Xxxxx or Merger Sub to potential financing sources in connection with the Merger transactions contemplated by this Agreement will (all i) in the case of the foregoing documents, collectively, the "Disclosure Statements") willForm S-4, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergerit becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form , (ii) in all material respects with all provisions of applicable law. None the case of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willJoint Proxy Statement/Prospectus, at the respective times that any Disclosure Statement and time of the Schedule 14D-9 or any amendments mailing thereof or supplements thereto are filed with at the SEC and are first published or sent or given time the X. X. Xxxxx Stockholder Meeting is to holders of Sharesbe held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, at the date such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to X. X. Xxxxx, Merger Sub, their respective officers and directors, and the X. X. Xxxxx Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA17. As of the date of this Agreement, W. P. Xxxxx, in light the exercise of its duties as advisor to CPA17 pursuant to the CPA17 Advisory Agreement, does not have Knowledge of the circumstances under which they were madeexistence of any fact, not misleadingevent or circumstance that constitutes a CPA17 Material Adverse Effect.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company bamboo for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by bamboo in connection with the issuance of bamboo Shares in the Merger (the "S-4") will, Schedule 14D-9at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any other tender offer materialsuntrue 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, Schedule 14A or 14C, or and (ii) the proxy statement or information statement ("Proxy Statement") relating to any the meeting of bamboo's shareholders and the Companymeeting of IPIX's stockholders shareholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure StatementsProxy Statement") will, at the date each and any of the Disclosure Statements is mailed to stockholders shareholders of the Company bamboo and IPIX and at the time times of the meeting or meetings of stockholders shareholders of the Company bamboo and IPIX to be held, if necessary, 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. The Disclosure Statements Proxy Statement, insofar as it relates to the meeting of bamboo's shareholders to vote on the Merger, will comply as to form in all material respects with all the provisions of applicable law. None the Exchange Act and the rules and regulations thereunder, and the S-4 will comply as to form in all material respects with the provisions of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Securities Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingregulations thereunder.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by the Company Purchaser or Merger Sub for inclusion or incorporation by reference in (A) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Purchaser in connection with the Merger (all Share Issuance, or any of the foregoing documents, amendments or supplements thereto (collectively, the "Disclosure StatementsForm S-4") will, at the date each and time the Form S-4 is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light and (B) the joint proxy statement for use relating to the approval by the stockholders of Company of this Agreement and by the stockholders of Purchaser approving the Share Issuance, or any of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with (collectively, the SEC "Joint Proxy Statement") will, on the date it is first mailed to Company stockholders and are first published Purchaser stockholders or sent or given to holders at the time of Sharesthe Company Stockholders Meeting (as defined in Section 5.1(b)) and the Purchaser Stockholders Meeting (as defined in Section 5.1(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 were made, not misleading. The Form S-4 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.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documentsregistration statement on Form S-4 to be filed by the Buyer with the Securities and Exchange Commission (the "Commission") in connection with the registration of the Buyer Common Stock issuable upon conversion of the Company Common Stock in the Merger, Schedule 14D-9and any amendments thereto (the "Form S-4"), any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any filed by the Company with the Commission in connection with the meeting of the Company's stockholders with respect to be held the Merger (the "Company Stockholders Meeting") or the proxy statement filed by the Buyer with the Commission in connection with the meeting of the Buyer's stockholders with respect to the Merger (all the "Buyer Stockholders Meeting"), if any, and, in each case, any amendments or supplements thereto, either or both of which shall be the same as a proxy statement/prospectus contained in the Form S-4 (each such proxy statement/prospectus and any amendments or supplements thereto, collectively referred to herein as the "Proxy Statement/Prospectus"), will, (a) in the case of the foregoing documents, collectively, the "Disclosure Statements") willForm S-4, at the date each and any time the Form S-4 becomes effective under the Securities Act or at the Effective Time, or (b) in the case of the Disclosure Statements is mailed to stockholders of the Company and Proxy Statement/Prospectus, (i) at the time of the meeting of stockholders mailing of the Company to be heldProxy Statement/Prospectus and any amendments or supplements thereto, (ii) at the time of each of the Buyer Stockholders Meeting, if necessaryany, in connection with and the MergerCompany Stockholders Meeting, or (iii) 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement/Prospectus will comply, as of its mailing date, as to form in all material respects with all applicable law, including the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). Notwithstanding the foregoing provisions of this Section 3.4, the Company makes no representation or warranty with respect to the statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus, based on information supplied by Buyer for inclusion or incorporation by reference therein.

Information Supplied. None of the information informa tion supplied or -------------------- to be --------------------- supplied by the Company such Representor or any of its subsidiaries for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, Schedule 14D-9at the time the Form S-4 is filed with the SEC, at any other tender offer materialstime it is amended or supplemented or at the time it becomes effective under the Securities Act, Schedule 14A contain any untrue statement of a material fact or 14Comit to state any material fact required to 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 proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") /Prospectus will, at the date each and any of the Disclosure Statements it is first mailed to TSAT's stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerTSAT Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements financial statements of such Representor's Primestar Business included in the Form S-4 and the Proxy 50 Statement/Prospectus will comply as to form in all material respects with all provisions of applicable law. None accounting requirements and the published rules and regulations of the information supplied by the Company SEC with respect thereto, and will be prepared in writing for inclusion accordance with generally accepted accounting principles (except, in the Disclosure Statements or provided case of unaudited statements, as permitted by Form 10-Q of the Company SEC) applied on a consistent basis during the periods involved (except as may be indicated in the Schedule 14D-9 will, at notes thereto) and will fairly present the respective times that any Disclosure Statement consolidated financial position of such Representor's Primestar Business as of the dates thereof and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with consolidated results of operations and cash flows of such Representor's Primestar Business for the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinperiods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documentsregistration statement on Form S-4 to be filed by the Buyer with the Securities and Exchange Commission (the “Commission”) in connection with the registration of the Buyer Common Stock issuable upon conversion of the Company Common Stock in the Merger, Schedule 14D-9and any amendments thereto (the “Form S-4”), any other tender offer materials, Schedule 14A or 14C, the proxy statement filed by the Company with the Commission in connection with the meeting of the Company’s stockholders with respect to the Merger (the “Company Stockholders Meeting”) or the proxy statement or information statement ("Proxy Statement") relating to any meeting of filed by the Company's stockholders to be held Buyer with the Commission in connection with the meeting of the Buyer’s stockholders with respect to the Merger (all the “Buyer Stockholders Meeting”), if any, and, in each case, any amendments or supplements thereto, either or both of which shall be the same as a proxy statement/prospectus contained in the Form S-4 (each such proxy statement/prospectus and any amendments or supplements thereto, collectively referred to herein as the “Joint Proxy Statement/Prospectus”), will, (a) in the case of the foregoing documents, collectively, the "Disclosure Statements") willForm S-4, at the date each and any time the Form S-4 becomes effective under the Securities Act or at the Effective Time, or (b) in the case of the Disclosure Statements is mailed to stockholders of the Company and Joint Proxy Statement/Prospectus, (i) at the time of the meeting of stockholders mailing of the Company to be heldJoint Proxy Statement/Prospectus and any amendments or supplements thereto, (ii) at the time of each of the Buyer Stockholders Meeting, if necessaryany, in connection with and the MergerCompany Stockholders Meeting, or (iii) 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus will comply, as of its mailing date, as to form in all material respects with all applicable law, including the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Notwithstanding the foregoing provisions of this Section 3.4, the Company makes no representation or warranty with respect to the statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus, based on information supplied by Buyer for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of Liberty specifically for inclusion or incorporation by reference in in, and which is included or incorporated by reference in, (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Splitco in connection with the Merger issuance of shares of Splitco Common Stock in the Split-Off (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure Statements"“Splitco Form S-4”) and the registration statement on Form S-4 to be filed with the SEC by Holdings in connection with the issuance of shares of Holdings Common Stock in the Mergers and the Xxxxxx Contribution (as amended or supplemented from time to time, the “Holdings Form S-4”) will, at the date time (i) that each and any of the Disclosure Statements is mailed to stockholders Splitco Form S-4 and the Holdings Form S-4, or any amendments or supplements thereto, are filed with the SEC, (ii) each of the Company Splitco Form S-4 and at the time Holdings Form S-4 becomes effective under the Securities Act, (iii) of the meeting of stockholders DIRECTV Stockholders Meeting, (iv) of the Company to be heldLiberty Stockholders Meeting, if necessary(v) of the Split-Off, in connection with (vi) of the Merger, DIRECTV Merger and (vii) of the Splitco 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 thereinmade therein not misleading, in light and (b) the Liberty Proxy Statement will, on the date it is first mailed to stockholders of Liberty and at the time of the circumstances under which they are madeLiberty Stockholders Meeting, not misleading. The Disclosure Statements will comply as be false or misleading with respect to form in all any material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willfact, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleadingmisleading or necessary to correct any statement in any earlier communication. The Liberty Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, Liberty makes no representation or warranty with respect to information regarding DIRECTV supplied by or on behalf of DIRECTV for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Seller, its auditors, attorneys, financial advisors or other consultants or advisors for inclusion or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4, Schedule 14D-9and any amendment thereto, any other tender offer materialsto be filed under the Securities Act of 1933, Schedule 14A or 14C, or as amended (the proxy statement or information statement ("Proxy StatementSecurities Act") relating to any meeting of with the Company's stockholders to be held SEC by Buyer in connection with the Merger (all issuance of the foregoing documentsShare Consideration (the "S-4"), collectivelyor (ii) the proxy statement and any amendment or supplement thereto to be distributed in connection with Seller's meeting of shareholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the S-4, the "Disclosure StatementsProxy Statement/Prospectus") will, at in the date each case of the Proxy Statement/Prospectus and any of the Disclosure Statements is mailed to stockholders of the Company and amendment or supplement thereto, at the time of the meeting of stockholders shareholders of Seller to vote upon this Agreement and the transactions contemplated hereby, or, in the case of the Company to be heldS-4, if necessaryas amended or supplemented, in connection with at the Mergertime it becomes effective and at the time of any post-effective amendment thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleadingmisleading to shareholders of Seller with respect to the transactions contemplated by this Agreement. The Disclosure Statements will comply as Seller makes no representation with respect to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing Buyer specifically for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or -------------------- relating to be supplied by the Company Parties or any other Company Subsidiary contained or incorporated by reference in the Proxy Statements or the Form S-4 or that is provided by any of the Company Parties or any other Company Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any document filed with any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held Governmental Authority in connection with the Merger transactions contemplated by this Agreement will (all a) in the case of the foregoing documentsProxy Statements, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders mailing thereof, at the time of the Company Stockholders Meeting, at the time the Form S-4 is declared effective or at the Sxxxxxxxxx Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be heldstated therein or necessary in order to make the statements therein, if necessaryin light of the circumstances under which they are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by Company with the SEC in connection with the MergerMergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements All documents that Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to Company Parties, their officers, directors and partners and the Company Subsidiaries (or other information supplied by or on behalf of Company or any Company Subsidiaries for inclusion therein) will comply as to form in all material respects with all provisions of the applicable law. None requirements of the information supplied Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingSxxxxxxxxx Parties.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at At the time of the meeting of stockholders shareholders of Seller to vote upon the Seller's Plan of Liquidation and Dissolution and this Agreement, the Collateral Documents and the transactions contemplated hereby or, in the case of the Company S-4, as amended or supplemented, at the time it becomes effective and at the time of any post-effective amendment thereto which occurs prior to the mailing of the Proxy Statement/Prospectus for such meeting, none of the information supplied or to be heldsupplied by Buyer, if necessaryits auditors, attorneys, financial advisors or other consultants or advisors for inclusion in (i) the S-4, or (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto to be distributed in connection with Seller's meeting of shareholders to vote upon the MergerSeller's Plan of Liquidation and Dissolution and this Agreement, the Collateral Documents and the transactions contemplated hereby, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleadingmisleading or necessary to correct any statement in any earlier filing with the SEC of such Proxy Statement/Prospectus or any amendment or supplement thereto or any earlier communication (including the Proxy Statement/Prospectus) to shareholders of Seller with respect to the S-4 or the transactions contemplated by this Agreement. The Disclosure Statements Proxy Statement/Prospectus will comply as to form in all material respects with all the provisions of applicable law. None all Applicable Laws, including the provisions of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act, and the rules and regulations of the SEC therexxxxx, xxxxxx that this paragraph shall not apply with respect to information supplied by the Company in writing Seller specifically for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information (a) supplied or -------------------- to be supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders Form S-4 to be held filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the Merger (all of the foregoing documents, collectivelyas amended or supplemented from time to time, the "Disclosure Statements"“Form S-4”) will, at the date each and time the Form S-4, or any of amendment or supplement to it, is filed with the Disclosure Statements is mailed to stockholders of the Company and SEC, or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as misleading and (b) included or incorporated in the proxy statement to form in all material respects with all provisions of applicable law. None be sent to the shareholders of the information supplied by Company (the “Company Shareholders”) relating to the Company in writing for inclusion in Shareholders’ Meeting (as amended or supplemented from time to time, the Disclosure Statements or provided by the Company in the Schedule 14D-9 “Proxy Statement”) will, at the respective times that any Disclosure Statement and the Schedule 14D-9 date it, or any amendments thereof amendment or supplements thereto are filed with supplement to it, is mailed to the SEC and are first published Company Shareholders or sent or given to holders at the time of Sharesthe Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleading; provided that no representation or warranty is made by the Company in this Section 3.11 regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the requirements of the ICL and other applicable Law.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Kmart for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 will, at the date each and any of time the Disclosure Statements Form S-4 is mailed to stockholders of filed with the Company SEC and at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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 therein not misleading and (ii) the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Joint Proxy Statement/Prospectus will, at the respective date of mailing to stockholders and at the times that any Disclosure Statement and of the Schedule 14D-9 or any amendments thereof or supplements thereto are filed meetings of stockholders to be held in connection with the SEC and are first published or sent or given to holders of SharesMergers, contain any untrue statement of a material fact or omit to state any 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 Joint Proxy Statement/Prospectus (other than the Proxy Statement relating to the Sears Stockholders Meeting) will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder. No representation or warranty is made by Kmart with respect to statements made or incorporated by reference therein based on information supplied by Sears for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4.

Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 Registration Statement will, at the date each and time the Form S-4 Registration Statement is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements misleading and (b) the Proxy Statement/Prospectus that will comply as be included in the Form S-4 Registration Statement and will be sent to form in all material respects with all provisions the stockholders of applicable law. None of Parent relating to the information supplied by Parent Stockholder Meeting and will be sent to the Company Stockholders in writing for inclusion in order to obtain the Disclosure Statements or provided by the Company in the Schedule 14D-9 Requisite Stockholder Approval will, at the respective times that any Disclosure Statement and the Schedule 14D-9 date it, or any amendments thereof amendment or supplements thereto are filed with the SEC and are first published supplement to it, is mailed or sent to stockholders of Parent or given to holders the Company and at the time of Sharesthe Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were are made, not misleadingmisleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub A or Merger Sub B, or to statements made therein based on information supplied by or on behalf of 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 the Company for inclusion or incorporation by reference in (a) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by New PubCo pursuant to which shares of New PubCo Class A Common Stock issuable in the Merger will be registered with the SEC, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or and which will include the proxy statement or information statement ("Proxy Statement") relating /Prospectus (including any amendments or supplements, the “Registration Statement”), shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any meeting material fact required to be stated therein or necessary to make the statements therein, in the light of the Company's stockholders to be held in connection with circumstances under which they are made, not misleading or (b) the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Proxy Statement/Prospectus will, at the date each and any of the Disclosure Statements it is first mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Merger, Stockholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Subject to the accuracy of the first sentence of Section 5.8, the Proxy Statement/Prospectus will comply as to form in all material respects with all the provisions of applicable law. None of the Exchange Act and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by the Company in writing Isla Parties specifically for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Acquiror or any of its Subsidiaries for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 will, at the date each and any of time the Disclosure Statements Form S-4 is mailed to stockholders of filed with the Company SEC and at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , and (ii) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Proxy Statement/Prospectus will, at the respective times that any Disclosure Statement date of mailing to Target’s shareholders and at the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with time of the SEC and are first published or sent or given to holders of SharesTarget Shareholders’ Meeting, contain any untrue statement of a material fact about Acquiror or its Subsidiaries or omit to state any material fact about Acquiror or its Subsidiaries required to be stated therein or necessary in order to make the statements thereintherein about Acquiror or its Subsidiaries, in light of the circumstances under which they were made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, except that no representation or warranty is made by Acquiror with respect to statements made therein based on information supplied by Target for inclusion in the Form S-4.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or S-8 Registration Statement and the proxy statement or information statement ("Proxy Statement") relating to any meeting Registration Statement of the Company's stockholders Parent to be held filed with the SEC with respect to the offering of Parent ADSs in connection with the Merger (all of the foregoing documents"F-4 Registration Statement" and, collectivelytogether with the S-8 Registration Statement, the "Disclosure Registration Statements") or any amendment or supplement thereto will, at the date each and time such Registration Statement or any of amendment or supplement thereto is filed with the Disclosure Statements is mailed to stockholders of the Company and SEC or at the time of such Registration Statement becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities 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 made therein not misleading or (ii) the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Proxy Statement/Prospectus will, at the respective times that any Disclosure Statement date of mailing to stockholders and at the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with time of the SEC and are first published or sent or given to holders of SharesCompany Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Proxy Statement/Prospectus relating to the Company Stockholder Meeting and any amendments or supplements thereto will, at the date of mailing to stockholders and at the time of the Company Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder as in effect on such dates. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub or any of their respective representatives for inclusion or incorporation by reference in the Proxy Statement/Prospectus or any Registration Statement.

Information Supplied. None of the information with respect to Parent or Merger Sub supplied or -------------------- to be supplied by or on behalf of Parent or Merger Sub for inclusion in the Proxy Statement will, on the date the Proxy Statement (and any amendment or supplement thereto) is first mailed to the Company for inclusion or incorporation by reference in Common Stockholders and on the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting date of the Company's stockholders to Stockholders’ Meeting (as it may be held adjourned or postponed in connection accordance with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergerthis Agreement), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Disclosure Statements On the date the Proxy Statement (and any amendment or supplement thereto) is first mailed to the Company Common Stockholders and on the date of the Stockholders’ Meeting (as it may be adjourned or postponed in accordance with this Agreement), the Proxy Statement (a) will comply as to form in all material respects with all provisions of applicable law. None the requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, (b) 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 were are made, not misleading. For clarity, the representations and warranties in this Section 5.4 will not apply to statements or omissions included or incorporated by reference in the Proxy Statement based upon information that was not supplied to the Company by Parent or Merger Sub or any of their Representatives for inclusion therein.

Information Supplied. None of the information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of DIRECTV specifically for inclusion or incorporation by reference in, and which is included or incorporated by reference in (a) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or Splitco Form S-4 and the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Holdings Form S-4 will, at the date time (i) that each and any of the Disclosure Statements is mailed to stockholders Splitco Form S-4 and the Holdings Form S-4, or any amendments or supplements thereto, are filed with the SEC, (ii) that each of the Company Splitco Form S-4 and at the time Holdings Form S-4 becomes effective under the Securities Act, (iii) of the meeting of stockholders DIRECTV Stockholders Meeting, (iv) of the Company to be heldLiberty Stockholders Meeting, if necessary, in connection with (v) of the DIRECTV Merger and (v) of the Splitco 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 thereinmade therein not misleading, in light and (b) the DIRECTV Proxy Statement will, on the date it is first mailed to DIRECTV stockholders and at the time of the circumstances under which they are madeDIRECTV Stockholders Meeting, not misleading. The Disclosure Statements will comply as be false or misleading with respect to form in all any material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 willfact, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleadingmisleading or necessary to correct any statement in any earlier communication. The DIRECTV Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, DIRECTV makes no representation or warranty with respect to information supplied by or on behalf of Liberty or Splitco for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, 14D-9 or the proxy Information Statement will, at the time that such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s stockholders, contain any untrue statement of a material fact or information statement ("Proxy Statement") relating omit to state any meeting material fact required to be stated therein or necessary to make the statements therein, in light of the Company's stockholders to be held in connection with circumstances under which they were made, not misleading or (ii) the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Proxy Statement will, at the date each and any of the Disclosure Statements that it is first mailed to the Company’s stockholders of the Company and or at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to 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 Disclosure Statements Schedule 14D-9, the Information Statement and the Proxy Statement, at the date such materials are first mailed to the Company’s stockholders and, if a Company Stockholder Meeting is required by applicable Law, at the time of such Company Stockholders Meeting, will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent or Merger Sub or any of their respective Representatives for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied relating to SIR or -------------------- to be supplied any SIR Subsidiary contained or incorporated by reference in the Company Proxy Statement or the Form S-4 or that is provided by SIR or any SIR Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any document filed with any other tender offer materialsGovernmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Proxy Statement, Schedule 14A at the time of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 is declared effective or 14Cat the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the proxy statement case of the Form S-4 or information statement ("Proxy Statement") relating with respect to any meeting of the Company's stockholders other document to be held filed by SIR with the SEC in connection with the Merger (all of or the foregoing documentsother transactions contemplated by this Agreement, collectively, the "Disclosure Statements") will, at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection its filing with the MergerSEC, contain any untrue statement of a material fact or omit to state any material fact required to 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 Disclosure Statements All documents that SIR is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to SIR, its officers, directors and partners and the SIR Subsidiaries (or other information supplied by or on behalf of SIR or any SIR Subsidiaries for inclusion therein) will comply as to form in all material respects with all provisions of the applicable law. None requirements of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Securities Act and the Schedule 14D-9 Exchange Act; provided, that no representation is made as to statements made or any amendments thereof incorporated by reference by or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light on behalf of the circumstances under which they were made, not misleadingSTAR Parties.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Purchaser set forth in Section 5.4, neither the Schedule 14D-9 nor any information supplied (or -------------------- to be supplied supplied) in writing by or on behalf of the Company specifically for US_ACTIVE:\44126911\17\77626.0003 inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Documents will, at the date each and respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto, are filed with the SEC or at the time they are first published, sent or given to stockholders of the Disclosure Statements Company, or on the Offer Expiration Date, 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. Subject to the accuracy of the representations and warranties of Parent and Purchaser set forth in Section 5.4 and to the extent prepared prior to the Offer Closing, neither the Proxy Statement, the 14f-1 Disclosures nor the Information Statement, as applicable, will on the date it is first mailed to stockholders of the Company and and, with respect to the Proxy Statement, if applicable, at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to 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 Disclosure Statements Schedule 14D‑9, the 14f-1 Disclosures and the Proxy Statement or the Information Statement, as applicable, will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by the Company in writing or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Disclosure Statements Proxy Statement, the 14f-1 Disclosures or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingInformation Statement.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or -------------------- to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or post-effective amendment to the Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (including the proxy statement or information statement and prospectus (the "Prospectus/Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger constituting a part thereof) (all of the foregoing documents, collectively, the "Disclosure StatementsS-4 Registration Statement") will, at the date each and any of time the Disclosure Statements is mailed post-effective amendment to stockholders of the Company and at S-4 Registration Statement becomes effective under the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities Act, contain any 39 45 untrue statement of a material fact or omit to state any material 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 Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , and (ii) the information supplied by the Company in writing for inclusion in the Disclosure Statements Prospectus/Proxy Statement and any amendment or provided by the Company in the Schedule 14D-9 supplement thereto will, at the respective date of mailing to shareholders and at the times that any Disclosure Statement of the meetings of shareholders of the Company and Parent to be held in connection with the Merger and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders issuance of SharesParent Common Stock, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and Parent will cause the Form S-4, as amended, to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Duke for inclusion or incorporation by reference in the Offer DocumentsS-4 will, Schedule 14D-9at the time the S-4 becomes effective under the Securities Act or at the Effective Time, contain any other tender offer materialsuntrue 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, Schedule 14A and none of the information supplied or 14Cto be supplied by Duke and included or incorporated by reference in the Joint Proxy Statement will, at the date mailed to the shareholders of Duke and the stockholders of PanEnergy or at the proxy statement or information statement ("Proxy Statement") relating to any time of the meeting of the Company's such shareholders or stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") will, or at the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerEffective 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. If at any time prior to the Effective Time any event with respect to Duke or any of its Subsidiaries, or with respect to other information supplied by Duke for inclusion in the Joint Proxy Statement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Duke. The Disclosure Statements Joint Proxy Statement, insofar as it relates to Duke or its Subsidiaries or other information supplied by Duke for inclusion therein, will comply as to form in all material respects with all the provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Exchange Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingregulations thereunder.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Offer Documents, Schedule 14D-9, Registration Statement; or (c) in the mailings or other distributions to SPAC’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating amendment to any meeting of the Company's stockholders to be held documents identified in connection with the Merger (all of the foregoing documentsa) through (c), collectively, the "Disclosure Statements") will, at when filed, made available, mailed or distributed, as the date each and any of the Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the Mergercase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied or to be supplied by the Company in writing Pubco, First Merger Sub or Second Merger Sub expressly for inclusion or incorporation by reference in any of the Disclosure Statements or provided by Signing Press Release, the Company in Signing Filing, the Schedule 14D-9 Closing Filing and the Closing Press Release will, at the respective times that any Disclosure Statement and the Schedule 14D-9 when filed or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Sharesdistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, none of Pubco, First Merger Sub or Second Merger Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of SPAC, the Target Companies or any of their respective Affiliates.

Information Supplied. None of the information supplied or -------------------- to be -------------------- supplied by the Company for inclusion in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC, and at any time it is amended or incorporation by reference in supplemented or at the Offer Documentstime it becomes effective under the Securities Act of 1933, Schedule 14D-9as amended (the "Securities Act"), contain any other tender offer materials, Schedule 14A untrue statement of -------------- a material fact or 14C, or the proxy statement or information statement ("Proxy Statement") relating omit to state any meeting of the Company's stockholders material fact required to be held in connection with stated therein or necessary to make the Merger statements therein not misleading, and (all of ii) the foregoing documents, collectively, the "Disclosure Statements") Joint Proxy Statement will, at the date each and any of the Disclosure Statements Joint Proxy Statement is first mailed to stockholders of the Company Company's and CFW's shareholders and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerShareholders Meeting and CFW'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 Disclosure Statements Joint Proxy Statement, as it relates to the Company Shareholders Meeting, will comply as to form in all material respects with all provisions of the applicable law. None requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and ------------ regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing CFW for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (A) the Company Offer Documents or (B) the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Offer DocumentsProxy Statement, if any, the Schedule 14D-9, 14D-9 and any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders documents to be held filed with the SEC or any other Governmental Entity or foreign securities exchange in connection with the Merger (all of the foregoing transactions contemplated hereby, including any amendment or supplement to such documents, collectively, the "Disclosure Statements") will, at the date each respective times such documents are filed, and, with respect to the Proxy Statement, if any, and any of the Disclosure Statements is mailed Offer Documents, when first published, sent or given to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form false or misleading or, in all material respects with all provisions of applicable law. None the case of the information supplied by the Company in writing for inclusion in the Disclosure Statements Proxy Statement, if any, or provided by the Company in the Schedule 14D-9 willany amendment thereof or supplement thereto, at the respective times that any Disclosure Statement time of the Company Stockholders Meeting, if any, and at the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of SharesEffective Time, 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 made therein, in the light of the circumstances under which they were are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the Offer or the solicitation of proxies for the Company Stockholders Meeting, if any, which shall have become false or misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company IPC for inclusion or incorporation by reference in (i) the Offer DocumentsForms S-4 (as defined in Section 5.01) will, Schedule 14D-9at the time each Form S-4 is filed with the SEC, and at any other tender offer materialstime it is amended or supplemented or at the time it becomes effective under the Securities Act, Schedule 14A contain any untrue statement of a material fact or 14C, or the proxy statement or information statement ("Proxy Statement") relating omit to state any meeting of the Company's stockholders material fact required to be held stated therein or necessary to make the statements therein not misleading, and (ii) each Information Statement/Prospectus (as defined in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements"Section 5.01(a)) will, at the date each and any of the Disclosure Statements it is first mailed to IPC's stockholders of or IXnet's stockholders, as the Company and case may be, or at the time of the meeting of stockholders of applicable Stockholders Meeting (as defined in Section 5.01(c)) or the Company to be heldIXnet Stockholder Meeting, if necessary, in connection with as the Mergercase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Forms S-4 and the Information Statement/Prospectuses will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by IPC with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing Parent or its subsidiaries for inclusion or incorporation by reference in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Forms S-4 and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingInformation Statement/Prospectuses.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by the Company Purchaser or any of its Subsidiaries or Merger Sub for inclusion or incorporation by reference in (A) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Purchaser in connection with the Merger (all Share Issuance, or any of the foregoing documents, amendments or supplements thereto (collectively, the "Disclosure Statements"“Form S-4”) will, at the date each and time the Form S-4 is filed with the SEC, or at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light and (B) the joint proxy statement for use relating to the adoption by the stockholders of Company of this Agreement and approval by the shareholders of Purchaser of the circumstances under which they are madeShare Issuance and the Articles Amendment, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None or any of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with (collectively, the SEC “Joint Proxy Statement”) will, on the date it is first mailed to Purchaser shareholders and are first published to Company stockholders or sent or given to holders at the time of Sharesthe Purchaser Shareholders Meeting (as defined in Section 5.1(c)) and the Company Stockholders Meeting (as defined in Section 5.1(b)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Form S-4 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.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company IPL for inclusion or incorporation by reference in in: (i) the Offer DocumentsRegistration Statement will; (A) at the time the Registration Statement is filed with the SEC; (B) at the time it becomes effective under the Securities Act; and (C) at the Effective Time, Schedule 14D-9, contain any other tender offer materials, Schedule 14A untrue statement of a material fact or 14C, or the proxy statement or information statement ("Proxy Statement") relating omit to state any meeting of the Company's stockholders material fact required to be held in connection with stated therein or necessary to make the Merger statements therein not misleading; or (all of ii) the foregoing documents, collectively, the "Disclosure Statements") Proxy Statement will, at the date each and any of the Disclosure Statements such information is mailed to stockholders of the Company and at the time of the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerIPL's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Proxy Statement, insofar as it relates to IPL or its Subsidiaries or other information supplied by IPL for inclusion therein, will comply as to form in all material respects with all the provisions of applicable law. None of the Exchange Act and the rules and regulations thereunder, and the Registration Statement, insofar as it relates to IPL or its Subsidiaries or other information supplied by the Company in writing IPL for inclusion therein, will comply as to form in all material respects with the Disclosure Statements or provided by provisions of the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement Securities Act and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC rules and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingregulations thereunder.

Information Supplied. None Seller, NW Natural and Purchaser each --------------------------------- agrees, as to itself and its subsidiaries (as applicable), that none of the information supplied or -------------------- to be supplied by the Company it or its subsidiaries for inclusion or incorporation by reference in the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or Registration Statement on Form S-4 to be filed with the SEC by Purchaser in connection with the issuance of shares of Common Stock in the NW Natural Merger (including the proxy statement or information statement and prospectus (the "Prospectus/Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger constituting a part thereof) (all of the foregoing documents, collectively, the "Disclosure StatementsRegistration Statement") will, at the time the Registration Statement becomes effective under the Securities Act, at the date each and any of mailing of the Disclosure Statements is mailed Prospectus/Proxy Statement to stockholders shareholders of the Company NW Natural and at the time of the meeting of stockholders shareholders of NW Natural at which the Company to be held, if necessary, in connection with the MergerNW Natural Shareholder Approval is sought, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light the case of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinlatter two dates, in light of the circumstances under which they were made. Seller, not misleadingNW Natural and Purchaser each agrees, as to itself and its subsidiaries (as applicable), that all information supplied or to be supplied by it or its subsidiaries (as applicable), for inclusion or incorporation by reference in the Registration Statement will comply as to form with the requirements of the Securities Act and the Exchange Act.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by the Company Purchaser or any of its Subsidiaries or Merger Sub for inclusion or incorporation by reference in (A) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Purchaser in connection with the Merger (all Share Issuance, or any of the foregoing documents, amendments or supplements thereto (collectively, the "Disclosure StatementsForm S-4") will, at the date each and time the Form S-4 is filed with the SEC, or at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light and (B) the joint proxy statement for use relating to the adoption by the stockholders of Company of this Agreement and approval by the shareholders of Purchaser of the circumstances under which they are madeShare Issuance and the Articles Amendment, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None or any of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with (collectively, the SEC "Joint Proxy Statement") will, on the date it is first mailed to Purchaser shareholders and are first published to Company stockholders or sent or given to holders at the time of Sharesthe Purchaser Shareholders Meeting (as defined in Section 5.1(c)) and the Company Stockholders Meeting (as defined in Section 5.1(b)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Form S-4 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.

Information Supplied. (i) None of the information supplied or -------------------- to be supplied by the Company Purchaser or Merger Sub for inclusion or incorporation by reference in (A) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Purchaser in connection with the Merger (all Share Issuance, or any of the foregoing documents, amendments or supplements thereto (collectively, the "Disclosure StatementsFORM S-4") will, at the date each and time the Form S-4 is filed with the SEC, at any of the Disclosure Statements time it is mailed to stockholders of the Company and amended or supplemented or at the time of it becomes effective under the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light and (B) the joint proxy statement for use relating to the approval by the stockholders of Company of this Agreement and by the stockholders of Purchaser approving the Share Issuance, or any of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with (collectively, the SEC "JOINT PROXY STATEMENT") will, on the date it is first mailed to Company stockholders and are first published Purchaser stockholders or sent or given to holders at the time of Sharesthe Company Stockholders Meeting (as defined in Section 5.1(b)) and the Purchaser Stockholders Meeting (as defined in Section 5.1(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 were made, not misleading. The Form S-4 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.

Information Supplied. (a) None of the information supplied or -------------------- to be supplied in writing by or on behalf of the Company or any Company Subsidiary, or, to the Knowledge of the Company, of ILPT for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Form S-4 will, at the date each and time such document is filed with the SEC, at any of the Disclosure Statements time such document is mailed to stockholders of the Company and amended or supplemented or at the time of such document is declared effective by the meeting of stockholders of the Company to be held, if necessary, in connection with the MergerSEC, contain any untrue statement of a material fact or omit to state any material fact 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. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , or (ii) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Joint Proxy Statement will, at the respective times that any Disclosure Statement date it is first mailed to the holders of the Company Common Shares and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with holders of the Parent Common Shares, at the time of the Company Shareholder Meeting and the Parent Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC and are first published or sent or given to holders of Sharesat the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with this Agreement, the Merger and the other Transactions, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 4.9, none of the information supplied (or -------------------- to be supplied supplied) in writing by the Company or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) (i) the Offer Documents, (ii) the Schedule 14D-9, any other tender offer materialsor (iii) the Proxy/Information Statement, Schedule 14A or 14Cas required, or will, (A) in the proxy statement or information statement ("Proxy Statement") relating to any meeting case of the Company's stockholders to be held in connection with Offer Documents and the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willSchedule 14D-9, at the date each respective times the Offer Documents and any the Schedule 14D-9 are filed with the SEC or first published, sent or given to the Company Stockholders, or (B) in the case of the Disclosure Statements Proxy/Information Statement, at the time the Proxy/Information Statement is first mailed to stockholders of the Company and Stockholders or at the time of the meeting of stockholders of the Company to be heldStockholders Meeting, if necessary, in connection with the Mergercalled and held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements will comply as to form in all material respects with all provisions of applicable law. None of , and (b) the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 Form 10 will, at the respective times that any Disclosure Statement and time the Schedule 14D-9 Form 10 or any amendments thereof amendment or supplements supplement thereto are is filed with the SEC and are first published or sent or given to holders of Sharesat the time it becomes effective under the Exchange Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. Each of the Form 10 and Proxy/Information 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 and Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company for inclusion or incorporation by reference in the foregoing documents.

Information Supplied. None of the information supplied or to -------------------- to be supplied by the Company General for inclusion or incorporation by reference in (i) the Offer Documents, Schedule 14D-9, any other tender offer materials, Schedule 14A or 14C, or the proxy registration statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders on Form S-4 to be held filed with the SEC by Holding Company in connection with the Merger issuance of Holding Company Common Stock in the Transactions (all of the foregoing documents, collectively, the "Disclosure StatementsForm S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement/Prospectus will, at the date each and any of the Disclosure Statements it is first mailed to General's stockholders of and the Company and Berkshire's stockholders or at the time of General Stockholders Meeting (as defined in Section 6.1(b)) and the meeting of stockholders of the Company to be held, if necessary, Berkshire Stockholders Meeting (as defined in connection with the MergerSection 6.1(c)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Proxy Statement/Prospectus will comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by General with respect to statements made or incorporated by reference therein based on information supplied by the Berkshire or Holding Company in writing for inclusion in the Disclosure Statements or provided incorporation by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements reference therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Park for inclusion or incorporation by reference in (i) the Offer DocumentsS-4 will, Schedule 14D-9at the time the S-4 becomes effective under the Securities Act, contain any other tender offer materialsuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, Schedule 14A or 14C, or the proxy statement or information statement ("Proxy Statement") relating to any meeting in light of the Company's stockholders to be held in connection with circumstances under which they were made, not misleading, and (ii) the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") Proxy Statement will, at the date each and any of the Disclosure Statements is mailed mailing to stockholders of the Company shareholders and at the time times of the meeting meetings of stockholders of the Company shareholders to be held, if necessary, 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 were made, not misleading. The Disclosure Statements will Proxy Statement (except for such portions thereof that relate only to First-Knox) xxll comply as to form in all material respects with all provisions of applicable law. None the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, and the S-4 (except for such portions thereof that relate only to First-Knox) xxll comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder. All information about Park and its Subsidiaries included in the S-4 and Proxy Statement will be deemed to have been supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingPark.

Information Supplied. None of the information supplied or -------------------- to be supplied by the Company Parent or Merger Sub specifically for inclusion or incorporation by reference (i) in the Offer DocumentsForm F-4, Schedule 14D-9the Form F-6 and the Form 8-A, any other tender offer materialsat the time the Form F-4, Schedule 14A Form F-6 and Form 8-A, as applicable, becomes effective under the Securities Act or 14Cthe Exchange Act, as applicable, or at the proxy statement or information statement Effective Time, ("ii) in the Proxy Statement") relating to any meeting of /Prospectus or the Company's stockholders to be held in connection with the Merger (all of the foregoing documents, collectively, the "Disclosure Statements") willParent Prospectus, at the date each and any of the Disclosure Statements it is first published or, as applicable, mailed to stockholders of the Company and Stockholders or at the time of the meeting of stockholders Company Stockholders Meeting, or (iii) in the Parent Shareholder Circular, at the date it is first mailed to the Parent Shareholders or at the time of the Company to be heldParent Shareholders Meeting, if necessary, in connection with the Merger, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Disclosure Statements Form F-4 and the Proxy Statement/Prospectus 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 and the Parent Shareholder Circular will comply as to form in all provisions material respects with the requirements of applicable law. None of the Law, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Disclosure Statements Form F-4, Form F-6, Form 8-A, the Proxy Statement/Prospectus, the Parent Prospectus or provided by the Company in the Schedule 14D-9 will, at the respective times that any Disclosure Statement and the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingParent Shareholder Circular.