Common use of Information Supplied Clause in Contracts

Information Supplied. The information relating to WTW and its Subsidiaries to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTW.

Information Supplied. The information relating to WTW Aon and its Subsidiaries to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Aon Shareholders and at the time of the Court Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Aon Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Aon Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.126.12, no representation or warranty is made by WTW Aon with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWAon.

Information Supplied. The information relating to WTW Allergan and its Subsidiaries to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Allergan Shareholders and at the time of the Court Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) and any related documents will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Allergan Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Allergan Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.126.1(A)(m), no representation or warranty is made by WTW Allergan with respect to information or statements made or incorporated by reference in the Joint Scheme Document or the Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWAllergan.

Information Supplied. (a) The information relating to WTW and its Subsidiaries to be contained in the Scheme Document, the Joint Proxy Statement Offer Documents and any other documents to be filed or furnished by IHK and Merger Sub with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case any other governmental or regulatory authority in connection with the Acquisition Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Scheme Document Offer Documents, on the date they are filed with the SEC and first published, sent or given to stockholders of the Company and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed date shares of Company Common Stock are purchased pursuant to WTW Shareholders and at the time of Offer, as the Court Meetingcase may be, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false misleading, except that no representation is made by IHK or misleadingMerger Sub with respect to information supplied in writing by or on behalf of the Company expressly for inclusion therein and information incorporated by reference therein from documents filed by the Company or any of the Company Subsidiaries with the SEC. The Joint Proxy Statement (Offer Documents and any other than such documents filed by IHK or Merger Sub with the portions thereof relating solely to SEC under the meeting of the Aon Shareholders) Exchange Act or with any other governmental or regulatory authority under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or applicable law, as the case may be. (b) Neither the information supplied or to be supplied in writing by or on behalf of IHK or Merger Sub for inclusion, nor the information incorporated by reference from documents filed by IHK or any of the IHK Subsidiaries including Merger Sub, with the SEC, in the Schedule 14D-9, or any other documents to be filed by IHK or Merger Sub or the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders of the Company, contains any untrue statement of a material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they are made, not misleading. (c) None of the information supplied or to be supplied by IHK for inclusion or incorporation by reference in the Registration Statement will at the time the Registration Statement 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 not misleading, and none of the information supplied or to be supplied by IHK and included or incorporated by reference in the Proxy Statement, as supplemented if necessary, will, at the date mailed to shareholders of IHK, or at the time of the IHK 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. If at any time prior to the time of such meeting, any event with respect to IHK or any IHK Subsidiary, or with respect to other information supplied by IHK for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by IHK for inclusion therein, will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTW.

Information Supplied. The None of the information relating to WTW and its provided by the Company or the Company Subsidiaries for inclusion or incorporation by reference in the registration statement on Form S-4 to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to by the Act and the Takeover Rules in each case Company in connection with the Acquisition will notissuance of Common Stock in the Granite Merger (including any amendments or supplements, on the “Form S-4”) will, at the time when the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the information provided by the Company or the Company Subsidiaries for inclusion or incorporation by reference in the Proxy Statement and the proxy statement relating to the Granite shareholders’ meeting to approve the Granite Merger, if any (the “Granite Shareholders’ Meeting”) (such proxy statements together, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) will, at the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders and the Company’s shareholders or at the time of the Court Company Shareholders’ Meeting and the Granite Shareholders’ Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions portion thereof relating solely to the meeting of the Aon Granite Shareholders’ Meeting) will comply as to form in all material respects as to form with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTW.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company specifically for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will notwill, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders and the holders of the Company Common Stock or at the time date of the Court Meetingrelated stockholder meeting (the "Meeting Date"), contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint If, at any time prior to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement (Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, 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 stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the portions thereof relating solely to the meeting of the Aon Shareholders) SEC will comply in all material respects with the provisions of applicable law as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as information required to form with the requirements of the Takeover Rules and the Actbe contained therein. Notwithstanding the foregoing provisions of this Section 5.12foregoing, the Company makes no representation or warranty is made by WTW with respect to the information supplied or statements made to be supplied by Parent or incorporated by reference Sub for inclusion in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement.

Information Supplied. The information relating to WTW and its Subsidiaries to be contained supplied by the Company in writing specifically for inclusion or incorporation in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will Form S-4 shall not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingForm S-4 is declared effective by the SEC, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply , except that, in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12each case, no representation or warranty is made by WTW the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by or on behalf of WTWParent or Merger Sub specifically for inclusion in the Form S-4. The information to be supplied by the Company in writing specifically for inclusion in the Joint Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting and to the shareholders of Parent in connection with the Parent Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company or the shareholders of Parent or at the time of the Company Stockholders Meeting, or at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that, in each case, no representation or warranty is made by the Company with respect to statements made therein based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. The None of the information supplied or to be supplied by Trenwick for inclusion or incorporation by reference in the Registration Statement on Form S-4 (the "Form S-4") to be filed with the SEC by New Holdings relating to WTW the New Holdings Shares comprising LaSalle Consideration and its Subsidiaries to be contained in the Scheme DocumentTrenwick Consideration will, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingForm S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Plans and the transactions contemplated hereby, except information supplied by LaSalle Holdings in writing for inclusion in the Joint Proxy Statement (as defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Trenwick's stockholders or LaSalle Holdings' shareholders, as the case may be, and the date of any postponement or adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The information and documents referred to in the previous two sentences are herein referred to as the "Joint Proxy Statement (other than Statement." All documents that Trenwick is responsible for filing with any Governmental Authority in connection with the portions thereof relating solely to the meeting of the Aon Shareholders) transactions contemplated hereby will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWany applicable law.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by or on behalf of the Company for inclusion or incorporation by reference in (i) the Scheme Document, the Joint Proxy Statement and any other documents registration statement on Form S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Parent in connection with the Acquisition will notissuance of Parent Common Stock in the Merger (including any amendments or supplements, on the “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 required to be stated therein or necessary to make the statements therein not misleading or (ii) the joint proxy statement/prospectus relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, as amended or supplemented from time to time and including all letters to stockholders, notices of meeting and forms of proxies to be distributed to stockholders in connection with the Merger, and any schedules required to be filed with the SEC in connection therewith (the “Joint Proxy Statement”), will, at the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders and the Company’s stockholders or at the time of the Court Company Stockholders’ Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.123.12, no representation or warranty is made by WTW the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWthe Company.

Information Supplied. (a) The information relating to WTW and its Subsidiaries to be contained in the Scheme Document, the Joint Proxy Statement Offering Documents and any other documents to be filed or furnished by the Company with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case any other Governmental or Regulatory Authority in connection with the Acquisition Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and Offering Documents, at the time date they are first published, sent or given to holders of the Court MeetingOld Notes, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false misleading, except that no representation is made by the Company with respect to information supplied in writing by or misleadingon behalf of any Holder expressly for inclusion therein and information incorporated by reference therein from documents filed by any Holder with the SEC. The Joint Proxy Statement (Any such other than documents filed by the portions thereof relating solely to Company with the meeting of SEC under the Aon Shareholders) Exchange Act or the TIA will comply as to form in all material respects as to form with the requirements of the Exchange Act and and/or the rules and regulations promulgated thereunder. The parts of TIA. (b) Neither the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply information supplied or to be supplied in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied writing by or on behalf of WTWthe Company for inclusion, nor the information incorporated by reference from documents filed by the Company with the SEC, in any documents to be filed by a Holder with the SEC or any other Governmental or Regulatory Authority in connection with the Offer and the other transactions contemplated hereby will on the date of its filing contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Chartwell for inclusion or incorporation by reference in (i) the Scheme Document, the Joint Proxy Statement and any other documents registration statement on Form S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Trenwick in connection with the Acquisition will notissuance of Trenwick Common Stock in the Merger (the "Form S-4") will, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingForm S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the filing with the SEC of a proxy statement relating to the Chartwell Stockholder Approval and the proxy statement relating to the Trenwick Stockholder Approval, in each case as amended or supplemented from time to time, (the "Joint Proxy Statement") will, at the date it is first mailed to Chartwell's stockholders or at the time of the Chartwell Stockholders Meeting (as defined in Section 5.2), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12foregoing, no representation or warranty is made by WTW Chartwell in this Section 3.1(f) with respect to information supplied by Trenwick for inclusion or statements made or incorporated incorporation by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied -------------------- or to be contained supplied by the Company for inclusion or incorporation by reference in (i) the Scheme Document, the Joint Proxy Statement and any other documents registration statement on Form S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Parent in connection with the Acquisition will notissuance of shares of Parent Common Stock in the Merger (the "S-4") will, on 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 relating to the meeting of the Company's stockholders to be held in connection with the Merger (the "Proxy Statement") will, at the date mailed to stockholders of the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders Company and at the time of the Court Meetingmeeting of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of any a 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 therein in light of the circumstances under which they were made, are made not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely insofar as it relates to the meeting of the Aon Shareholders) Company's stockholders to vote on the Merger will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12foregoing, the Company makes no representation representation, warranty or warranty is made by WTW covenant with respect to any information supplied or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not required to be supplied by Parent or on behalf Acquisition which is contained in or omitted from any of WTWthe foregoing documents.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company specifically for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will notwill, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders and the holders of the Company Common Stock or at the time date of the Court Meetingrelated stockholder meeting (the "Meeting Date"), contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint If, at any time prior to the Meeting Date, any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement (Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, 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 stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the portions thereof relating solely to the meeting of the Aon Shareholders) SEC will comply in all material respects with the provisions of applicable law as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as information required to form with the requirements of the Takeover Rules and the Actbe contained therein. Notwithstanding the foregoing provisions of this Section 5.12foregoing, the Company makes no representation or warranty is made by WTW with respect to the information supplied or statements made to be supplied by Parent or incorporated by reference Sub for inclusion in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company for inclusion or incorporation by reference in (i) the Scheme DocumentOffer Documents, the Joint Proxy Schedule 14D-9 or the Information Statement and any other documents filed or furnished with or to the High Courtwill, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of such document is filed with the Court MeetingSEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s shareholders, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at in the time and in light of the circumstances under which they were made, not false misleading, or (ii) the Proxy Statement will, at the 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 amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Schedule 14D-9, the Information Statement and the Proxy Statement, at the date such Proxy Statement (other than is first mailed to shareholders and at the portions thereof relating solely to the meeting time of the Aon Shareholders) Shareholders Meeting, will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12foregoing, the Company makes no representation or warranty is made by WTW with respect to any information supplied by Parent or statements made Merger Sub or any of their respective representatives which is contained or incorporated by reference in the Joint Proxy Schedule 14D-9, the Information Statement or the Scheme Document which were not supplied by or on behalf of WTWProxy Statement.

Information Supplied. The information relating to WTW and its Subsidiaries supplied by each of the Purchaser Parties to be contained in the Scheme DocumentForm S-4 and Proxy Statement, the Joint Proxy Statement and any all other documents to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition herewith will not, on the date the Scheme Document Form S-4 and the Joint Proxy Statement (and or any amendment or supplement thereto) is first proposed mailed to WTW Shareholders and holders of Company Common Shares or to holders of Parent Common Stock or at the time of the Court Company Shareholders’ Meeting or the Parent Shareholders’ Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading at the time and in light of the circumstances under which they were such statement is made, not false except that no representation is made (or misleading. The Joint omitted to be made) by each of the Purchaser Parties with respect to statements made or incorporated by reference therein based on information supplied by the Company or any Company Subsidiary in connection with the preparation of the Form S-4 and Proxy Statement (other than or the portions thereof relating solely to the meeting Other Filings for inclusion or incorporation by reference therein. All documents that each of the Aon Shareholders) Purchaser Parties 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 as to form with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder. The parts For the avoidance of doubt, any information supplied in writing by the Scheme Document and any related documents Company or the Operating Partnership for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference inclusion in the Joint Proxy Statement or the Scheme Document which were Form S-4 shall not be considered to have been supplied by or on behalf the Purchaser Parties for purposes of WTWthis representation.

Information Supplied. The None of the information relating to WTW -------------------- Richfood and its Subsidiaries to be contained affiliates supplied in writing by Richfood specifically for inclusion in the Scheme DocumentSchedule 14D-9 will, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingSchedule 14D-9 is filed with the SEC, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely If at any time prior to the meeting Effective Time, Richfood should become aware of any event relating to Richfood or any of its Subsidiaries that is required under applicable Law to be disclosed in an amendment or supplement to the Aon Shareholders) Schedule 14D-9, Richfood shall promptly so inform Dart and will furnish to Dart all information relating to such event that is required under applicable Law to be disclosed in an amendment or supplement to the Schedule 14D-9. The Schedule 14D-1 will comply as to form in all material respects as to form with the requirements of the Exchange Act Act, and shall not, when filed with the rules and regulations promulgated thereunder. The parts 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 Scheme Document and any related documents for circumstances under which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12they were made, not misleading; provided, however, -------- ------- that no agreement or representation or warranty hereby is made or shall be made by WTW Richfood or Merger Subsidiary with respect to information supplied by Dart in writing expressly for inclusion in the Schedule 14D-1, or statements made with respect to information derived from the Dart Group SEC Reports which is included or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWSchedule 14D-1.

Information Supplied. The None of the information relating to WTW -------------------- Dart and its Subsidiaries to be contained affiliates supplied in writing by Dart specifically for inclusion in the Scheme DocumentOffer Documents will, at the Joint Proxy Statement and any other documents respective times the Offer Documents are filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingSEC, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely If at any time prior to the meeting Effective Time Dart should become aware of any event relating to any Dart Company that is required by applicable Law to be set forth in an amendment of, or supplement to, the Aon Shareholders) Offer Documents, Dart shall promptly so inform Richfood and Merger Subsidiary and will furnish to Richfood and Merger Subsidiary all information relating to such event that is required under applicable Law to be disclosed in an amendment or supplement to the Offer Documents. The Schedule 14D-9 will comply as to form in all material respects as to form with the requirements Exchange Act, and shall not, when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for circumstances under which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12they were made, not misleading; provided, however, -------- ------- that no agreement or representation or warranty hereby is made or shall be made by WTW Dart with respect to information supplied by Richfood or statements made or incorporated by reference Merger Subsidiary in writing expressly for inclusion in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWSchedule 14D-9.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company expressly for inclusion or incorporation by reference in the Scheme Documentany report, the Joint Proxy Statement and form, registration or other filing made with any other documents filed or furnished Governmental Authority with or respect to the High Courttransactions contemplated by this Agreement and/or ancillary document contemplated thereto will, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on at the date the Scheme Document and the Joint Proxy Statement (and of filing or mailing, or any amendment or supplement thereto) is first proposed to WTW Shareholders and at , as the time of the Court Meetingcase may be, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement misleading (other than the portions thereof relating solely subject to the meeting qualifications and limitations set forth in the materials provided by the Company and the Company Subsidiaries or that is included in the SEC filings or mailings). None of the Aon Shareholders) will comply in all material respects as information supplied or to form with be supplied by the requirements of the Exchange Act Company and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents Company Subsidiaries expressly for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation inclusion or warranty is made by WTW with respect to information or statements made or incorporated incorporation by reference in any of the Joint Proxy Statement Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the “Ancillary Public Disclosures”) will, at the time filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Scheme Document statements therein, in light of the circumstances under which were they are made, not supplied misleading (subject to the qualifications and limitations set forth in the materials provided by the Company and the Company Subsidiaries or on behalf of WTWthat is included in the Ancillary Public Disclosures).

Information Supplied. The None of the information relating to WTW and its Subsidiaries to be contained supplied by or on behalf of Target for inclusion (or incorporation by reference) in the Scheme DocumentRegistration Statement will, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingRegistration Statement becomes effective under the Securities Act, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The None of the information supplied by or on behalf of Target for inclusion (or incorporation by reference) in the Joint Proxy Statement Statement/Prospectus (other than or any amendment thereof or supplement thereto) will, on the portions thereof relating solely date it is filed and the date it is first mailed to Target Stockholders and Parent Shareholders and at the meeting time of the Aon Shareholders) Target Stockholders Meeting and Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Target will cause the Joint Proxy Statement/Prospectus and all related filings with the SEC to comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts thereunder applicable thereto as of the Scheme Document and any related documents for which the WTW Board dates of Directors are responsible under the Takeover Rules and any related such filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Actor mailings. Notwithstanding the foregoing provisions of this Section 5.12foregoing, no representation or warranty is made by WTW Target with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement/Prospectus.

Information Supplied. The information relating Each of the Company and Parent agrees, as to WTW itself and its Subsidiaries Affiliates, that none of the information supplied or to be contained supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in (i) the Scheme Document, the Joint Proxy Registration Statement and any other documents on Form S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Parent in connection with the Acquisition will not, on issuance of the date shares of Parent Common Stock in the Scheme Document Merger (including the prospectus and proxy statement (the Joint “Prospectus/Proxy Statement Statement”) constituting a part thereof) (the “S-4 Registration Statement”) and any amendment or supplement theretothereto will, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) is first proposed the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to WTW Shareholders stockholders of the Company and at the time of the Court MeetingStockholders Meeting (as defined in Section 6.4), contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Parent will cause the S-4 Registration Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements applicable provisions of the Exchange Securities Act and the rules and regulations promulgated thereunder. The parts thereunder and the Company will cause all portions of the Scheme Document and any Prospectus/Proxy Statements related documents for which to the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will Company to comply as to form in all material respects as to form with the requirements applicable provisions of the Takeover Rules Securities Act and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWrules and regulations thereunder.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Xxxx-Xxxxx for inclusion or incorporation by reference in (a) the Scheme DocumentRegistration Statement will, at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement and any other documents filed or furnished with or Statement, at the date it is first mailed to the High Court, the SEC Spartan Stores Shareholders or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders Xxxx-Xxxxx Stockholders and at the time of the Court Spartan Stores Shareholder Meeting and the Xxxx-Xxxxx Stockholder Meeting, will not contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of Spartan Stores Shareholder Meeting), at the Aon Shareholders) 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 as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Xxxx-Xxxxx with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by or on behalf of WTWSpartan Stores or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company in writing to Parent specifically for inclusion or incorporation by reference in the Scheme DocumentSchedule TO will, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on at the date such documents are first published, sent or delivered to Company Stockholders or, unless promptly corrected, at any time during the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time pendency of the Court Meeting, Initial Offer or Subsequent Offer contain any untrue statement of any 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, at the time and in light of the circumstances under which they were made, not false misleading. Neither the Schedule 14D-9 at the date such document is first published, sent or delivered to the Company Stockholders or, unless promptly corrected, at any time during the pendency of the Initial Offer or Subsequent Offer, nor the proxy statement to be mailed to the Company Stockholders in connection with the meeting (the "Stockholder's Meeting") to be called to consider the Merger (the "Proxy Statement") (if applicable) at the date such document is first published, sent or delivered to Company Stockholders or, unless promptly corrected, at any time during the pendency of the Stockholder's Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Joint Schedule 14D-9 and the Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholdersif applicable) will comply as to form and substance in all material respects as to form with the requirements of the Exchange Act and the applicable rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the ActSEC thereunder. Notwithstanding the foregoing provisions of this Section 5.12foregoing, no representation or warranty is made by WTW the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by Parent or on behalf Sub for inclusion or incorporation by reference in any of WTWthe foregoing documents.

Information Supplied. The information relating to WTW Covidien and its Subsidiaries to be contained in the Scheme Document, the Joint Proxy Statement and the Form S-4 and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed posted to WTW Covidien Shareholders and at the time the Form S-4 is declared effective or at the time of the Court Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon ShareholdersMedtronic Shareholders Meeting) and any related documents will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Covidien Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Covidien Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12Clause 6.1(l), no representation or warranty is made by WTW Covidien with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or and the Scheme Document Form S-4 which were not supplied by or on behalf of WTWCovidien.

Information Supplied. The (i) None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company for inclusion or incorporated by reference in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will notwill, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders and the holders of the Company Common Stock or at the time of the Court Meeting, Company's Stockholders Meeting (as hereinafter defined) contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion therein will comply as to form, in all material respects, with the provisions of the Exchange Act or the rules and regulations thereunder. (ii) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") will on the date filed with the SEC or at the time and of the Company's Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely Schedule 13E-3, insofar as it relates to the meeting of Company or its Subsidiaries or other information supplied by the Aon Shareholders) Company for inclusion therein, will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTW.

Information Supplied. (a) The information relating to WTW and its Subsidiaries to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition Schedule 14D-9 will not, on the date of its filing with the Scheme Document SEC and the Joint Proxy Statement (and any amendment or supplement thereto) date it is first proposed published, sent or given to WTW Shareholders and at the time of the Court Meetingshareholders, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false misleading, except that no representation is made by the Company with respect to information supplied in writing by or misleadingon behalf of Parent or Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by Parent or any of its Subsidiaries with the SEC. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) Schedule 14D-9 will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of . (b) Neither the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply information supplied or to be supplied in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied writing by or on behalf of WTWthe Company for inclusion in, nor the information incorporated by reference from documents filed by the Company or any of its Subsidiaries with the SEC into, the Schedule 14D-1 and the Offer Documents will, on the date the Schedule 14D-1 and the Offer Documents are filed with the SEC or on the date they are first published, sent or given to 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 light of the circumstances under which they are made, not misleading. (c) The Company (and Parent and Sub, with respect to written information supplied by either of them specifically for use in the Schedule 14D-9) shall promptly correct the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause such document as so corrected to be filed with the SEC and disseminated to the Company's shareholders to the extent required by applicable federal securities laws.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock and Parent Rights in the Scheme DocumentMerger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement and any other documents filed or furnished with or to the High Courtwill, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on at the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed mailed to WTW Shareholders the Company's shareholders and Parent's stockholders or at the time of the Court Company Shareholders Meeting or the Parent Stockholders Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or Sub for inclusion or incorporation by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement.

Information Supplied. The None of the information relating to WTW and its Subsidiaries to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with supplied or to -------------------- be supplied by the High CourtCompany for inclusion or incorporation by reference in (i) the S-4 will, at the time the S-4 is filed with the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of it becomes effective under the Court MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading and (ii) the proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Xxxxxx Merger (the "Proxy Statement") will, at the date the Proxy Statement is mailed to stockholders of the Company or at the time of the meeting of stockholders of the Company to be held in connection with the Xxxxxx Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary, in order to make the statements therein in light of the circumstances under which they are made, not misleading. The Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Xxxxxx Merger will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or provided by the Company in the Schedule 14D-9 will, at the respective times that the Offer Documents and the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTW.

Information Supplied. The None of the information relating to WTW included or incorporated by reference in the Offer Documents and its Subsidiaries none of the information supplied or to be contained supplied by or on behalf of Parent or Sub in writing specifically for inclusion or incorporation by reference in the Scheme DocumentSchedule 14D-9, the Joint Information Statement or the Proxy Statement will (A) in the case of the Offer Documents, the Schedule 14D-9 and any other documents the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed or furnished with or to the High Court, the SEC or pursuant first published, sent or given to the Act and shareholders of the Takeover Rules Company or (B) in each the case in connection with of the Acquisition will notProxy Statement, on at the date time the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed mailed to WTW Shareholders the shareholders of the Company and at the time of the Court Shareholders’ Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at in the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Parent or Sub with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not Offer Documents based on information supplied by the Company in writing specifically for inclusion or incorporation by reference therein. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act. The Minnesota Registration Statement and any amendment thereof or supplement thereto will not when filed with the Commissioner of Commerce of the State of Minnesota or at any time of distribution or dissemination thereof to the shareholders of the Company contain any untrue statement of a 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, except that no representation or warranty is made by Parent or Sub with respect to statements made therein based on behalf information supplied by the Company in writing specifically for inclusion in the Minnesota Registration Statement. The Minnesota Registration Statement will comply as to form in all material respects with the applicable provisions of WTWMinnesota law and the rules and regulations thereunder.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by FSSB or any FSSB Subsidiary for inclusion or incorporation by reference in (i) the Scheme Document, the Joint Proxy Registration Statement and any other documents on Form S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by IBT in connection with the Acquisition will not, on issuance of shares of IBT Common Stock in the date Merger (including the Scheme Document and the Joint Proxy Statement and prospectus constituting a part thereof, the "S-4") will, at the time the S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement - Prospectus and any amendment or supplement thereto) is first proposed thereto will, at the date of mailing to WTW Shareholders FSSB shareholders and at the time of the Court Meetingmeeting of shareholders of FSSB to be held in connection with the Merger, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, therein not false or misleading. The Joint Proxy Statement - Prospectus (other than the except for such portions thereof relating solely that relate only to the meeting of the Aon ShareholdersIBT) will comply in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts of , and the Scheme Document and any related documents S-4 (except for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules such portions thereof that relate only to IBT) will comply in all material respects as to form with the requirements provisions of the Takeover Rules Securities Act and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWrules and regulations thereunder.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by PTC for inclusion in (i) the Scheme Document, the Joint Proxy Statement and any other documents S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by IUB in connection with the Acquisition will notissuance of IUB Common Stock in the Merger will, on at the date time the Scheme Document and S-4 is filed with the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders SEC and at the time of it becomes effective under the Court MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement to be filed with the SEC in connection with the meeting of shareholders will, at the dates of mailing to shareholders of IUB and PTC and at the times of the meetings of shareholders of IUB and PTC to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the except for such portions thereof relating solely that relate only to the meeting of the Aon ShareholdersIUB) will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts information set forth in the PTC Letter by PTC for purposes of the Scheme Document this Agreement is true and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply accurate in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWrespects.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company for inclusion or incorporation by reference in (i) the Scheme DocumentForm S-4 will, at the Joint 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, (ii) the Proxy Statement and any other documents filed or furnished with or will, at the date it is first mailed to the High Court, the SEC Company's stockholders or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court Stockholders Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (iii) the Offer Documents will, at the time and the Offer Documents or any amendments or supplements thereto are first published, sent or given to holders of Subordinated Notes, as the case may be, or at the time the Debt Offer is consummated, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than Form S-4 will, as of its effective date, and the portions thereof relating solely prospectus contained therein will, as of its date, comply as to the meeting of the Aon Shareholders) will comply form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and 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. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW the Company with respect to information or statements made or incorporated by reference therein based on information supplied in writing by Newco specifically for inclusion therein. For purposes of this Agreement, the parties agree that statements made and information in the Joint Form S-4 and the Proxy Statement or relating to the Scheme Document which were not Federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by or on behalf of WTWthe Company and not by Newco.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by DigitalGlobe, Merger Sub or Merger Sub 2 for inclusion or incorporation by reference in (i) the Scheme DocumentForm S-4 will, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingForm S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to each of DigitalGlobe’s stockholders and GeoEye’s stockholders or at the time of each of the DigitalGlobe Stockholders Meeting and the GeoEye Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. 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 thereunder, except that no representation is made by DigitalGlobe with respect to statements made or incorporated by reference therein based on information supplied by GeoEye for inclusion or incorporation by reference therein. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW DigitalGlobe with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by GeoEye for inclusion or on behalf of WTWincorporation by reference therein.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or will, at the date it is first mailed to the High Court, the SEC Company's stockholders or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court Stockholders Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at in the time and in light of the circumstances under which they were are made, not false misleading, except that no representation or misleadingwarranty is made by the Company with respect to the information supplied by MergerCo or any affiliate of MergerCo in writing specifically for inclusion in the Proxy Statement. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents will, at the respective times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the Scheme Document and Company, contain any related documents for untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except to the WTW Board of Directors are responsible under extent information contained therein is based upon information supplied solely by the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will Buyer or MergerCo). The Schedule 14D-9 shall comply in all material respects as to form with the requirements of the Takeover Rules Exchange Act and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWrules and regulations promulgated thereunder.

Information Supplied. The information relating to WTW and Actavis, its Subsidiaries and the Actavis Merger Parties to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition Form S-4 will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed mailed to WTW Actavis Shareholders and at the time the Form S-4 is declared effective (and any amendment or supplement thereto) or at the time of the Court Actavis Shareholders Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and the Form S-4 (other than the portions thereof relating solely to the meeting of Court Meeting or the Aon ShareholdersEGM) will comply in all material respects as to form with the requirements of both the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Actavis Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Actavis Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12Clause 6.2(l), no representation or warranty is made by WTW Actavis with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or and the Scheme Document Form S-4 which were not supplied by or on behalf of WTWActavis.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Parent or Sub specifically for inclusion or incorporation by reference in (i) the Scheme DocumentSchedule 14D-9 will, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingSchedule 14D-9 is filed with the SEC, and at any time it is amended or supplemented, contain any untrue 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 (ii) the Proxy Statement, if any, will contain, on the date it is first mailed to the holders of Company Common Stock or at the Meeting Date, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint If at any time prior to the expiration or termination of the Offer, the acceptance for payment of Shares pursuant to the Offer or the Meeting Date (if applicable), any event with respect to Parent or Sub, or with respect to information supplied by Parent or Sub specifically for inclusion in the Offer Documents or the Proxy Statement (Statement, as applicable, shall occur which is required to be described in an amendment of, or supplement to, such document, such event shall be so described by Parent and Sub and provided to the Company. All documents that Parent or Sub is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the portions thereof relating solely to the meeting of the Aon Shareholders) SEC will comply in all material respects with the provisions of applicable law as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as information required to form with the requirements of the Takeover Rules and the Actbe contained therein. Notwithstanding the foregoing provisions of this Section 5.12foregoing, Parent and Sub make no representation or warranty is made by WTW with respect to the information supplied or statements made or incorporated to be supplied by reference the Company for inclusion in the Joint Proxy Statement Offer Documents or the Scheme Document which were not supplied by or on behalf of WTWProxy Statement.

Information Supplied. The None of the information relating to WTW and GX or its Subsidiaries Affiliates supplied or to be contained supplied by GX for inclusion or incorporation by reference in (i) the Scheme DocumentForm S-4 will, at the Joint Proxy Statement and any other documents time the Form S-4 is filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will notSEC, on the date the Scheme Document and the Joint Proxy Statement (and at any amendment time it is amended or supplement thereto) is first proposed to WTW Shareholders supplemented and at the time of it becomes effective under the Court MeetingSecurities Act, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement will, at the date the Joint Proxy Statement is first mailed to the Company Pre-Closing Shareholders and the GX Shareholders and at the time of the Company Shareholder Meeting and the GX Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not false or misleading. The portions of the Form S-4 and the Joint Proxy Statement (relating to GX and its Affiliates and the other than portions of such documents within the portions thereof relating solely to the meeting reasonable control of the Aon Shareholders) GX will comply as to form in all material respects as to form with the requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Exchange Act. Notwithstanding the foregoing provisions of this Section 5.12foregoing, no representation or warranty is made by WTW GX with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by or on behalf of WTWCompany for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by IUB for inclusion in (i) the Scheme Document, the Joint Proxy Statement and any other documents S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by IUB in connection with the Acquisition will notissuance of IUB Common Stock in the Merger will, on at the date time the Scheme Document S-4 is filed with the SEC and at the Joint time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement (to be filed with the SEC in connection with the meeting of shareholders will, at the dates of mailing to shareholders of IUB and any amendment or supplement thereto) is first proposed to WTW Shareholders PTC and at the time of the Court Meetingmeetings of shareholders of IUB and PTC to be held in connection with the Merger, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the except for such portions thereof relating solely that relate only to the meeting of the Aon ShareholdersPTC) will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts information set forth in the IUB Letter by IUB for purposes of the Scheme Document this Agreement is true and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply accurate in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWrespects.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Parent for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Registration Statement and any other documents on Form S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act jointly by Parent and the Takeover Rules in each case Company in connection with the Acquisition will notissuance of shares of Parent Common Stock in the Merger will, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingS-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Parent and included or incorporated by reference in the Proxy Statement, as supplemented if necessary, will, at the date mailed to stockholders of the Parent, or at the time of the meeting of such stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint If at any time prior to the time of such meeting, any event with respect to the Parent or any of its Subsidiaries, or with respect to other information supplied by the Parent for inclusion in the Proxy Statement (or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other than information supplied by the portions thereof relating solely to the meeting of the Aon Shareholders) Parent for inclusion therein, will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTW.

Information Supplied. The information relating to WTW and Eaton, its Subsidiaries and the Eaton Merger Parties to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition Form S-4 will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed mailed to WTW Eaton Shareholders and at the time the Form S-4 is declared effective (and any amendment or supplement thereto) or at the time of the Court Eaton Shareholders Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and the Form S-4 (other than the portions thereof relating solely to the meeting of Court Meeting or the Aon ShareholdersEGM) will comply in all material respects as to form with the requirements of both the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Eaton Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Eaton Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12Clause 6.2(l), no representation or warranty is made by WTW Eaton with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or and the Scheme Document Form S-4 which were not supplied by or on behalf of WTWEaton.

Information Supplied. The information relating to WTW and its Subsidiaries supplied or to be contained supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Registration Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement shall not, at (and i) the time the Registration Statement is declared effective, (ii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first proposed mailed to WTW Shareholders the stockholders of the Company and at Parent and (iii) the time of the Court Parent Stockholders' Meeting, contain any untrue statement of any 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, at the time and in light of the circumstances under which they were made, not false or misleading. The If, at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Registration Statement or Joint Proxy Statement (Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other than the portions thereof relating solely to the meeting of the Aon Shareholders) transactions contemplated by this Agreement will comply as to form and substance in all material respects as to form with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12foregoing, no representation or warranty is made by WTW Parent or Merger Sub with respect to information or statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Registration Statement or Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement.

Information Supplied. The information relating to WTW and its Subsidiaries to be contained supplied by Asterias for inclusion in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition Registration Statement will not, on (a) in the date case of the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and Registration Statement, at the time of the Court MeetingRegistration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of any 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 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 stockholders of Asterias and the shareholders of BioTime, and at the time of the Asterias Special Meeting and the BioTime Special Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading. Notwithstanding the foregoing sentence, Asterias makes no representation or warranty with respect to any information supplied by BioTime, Merger Sub or any of their Representatives for inclusion in any of the foregoing documents. The information supplied by Asterias for inclusion in the Joint Proxy Statement (other than and the portions thereof relating solely to the meeting of the Aon Shareholders) Registration Statement will comply as to form in all material respects as to form with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTW.

Information Supplied. The information relating to WTW and its Subsidiaries registration statement on Form S-4 to be contained filed with the SEC by Corel in connection with the issuance of shares of Corel Common Stock in the Scheme DocumentMerger, as amended or supplemented from time to time (as so amended and supplemented, the Joint Proxy Statement "Registration Statement"), and any other documents to be filed or furnished by Corel with or to the High CourtSEC, Canadian securities regulatory authorities, the SEC TSE or pursuant to the Act and the Takeover Rules in each case any other Governmental or Regulatory Authority in connection with the Acquisition Merger and the other transactions contemplated hereby will (in the case of the Registration Statement and any such other documents filed with the SEC under the Securities Act or the Exchange Act, with Canadian securities regulatory authorities under Canadian securities laws or with the TSE) comply as to form in all material respects with the requirements of the Exchange Act, the Securities Act or comparable Canadian laws, respectively, and will not, on the date of its filing or, in the Scheme Document and case of the Joint Registration Statement, at the time it becomes effective under the Securities Act, at the date the Proxy Statement (is mailed to shareholders of Inprise and any amendment or supplement thereto) is first proposed to WTW Shareholders of Corel and at the time times of the Court MeetingShareholders' Meetings, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Corel or Sub with respect to information or statements made or incorporated by reference supplied in the Joint Proxy Statement or the Scheme Document which were not supplied writing by or on behalf of WTWInprise expressly for inclusion therein and information incorporated by reference therein from documents filed by Inprise or any of its Subsidiaries with the SEC, Canadian securities regulatory authorities or the TSE.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Parent or Sub in writing for inclusion or incorporation by reference in the Scheme DocumentS-4 will, at the Joint Proxy Statement and any other documents time the S-4 is filed or furnished with or to the High Court, the SEC or pursuant to when it becomes effective under the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingSecurities 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 none of the information supplied or to be supplied by Parent or Sub in writing for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus relating to the Stockholder Meetings will, at the date the Joint Proxy Statement/Prospectus is mailed to the Company's stockholders and Parent's stockholders and at the time of each of the Stockholder Meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely Statement/Prospectus, as it relates to the meeting each of the Aon Shareholders) Stockholder Meetings, will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Parent or Sub in this SECTION 3.2(h) with respect to information or statements made or incorporated by reference therein based on information supplied by the Company in writing for inclusion or incorporation by reference in the S-4 or the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement/Prospectus.

Information Supplied. The None of the information supplied or to be supplied by Parent for inclusion in the S-4 to be filed by New Parent relating to WTW the New Parent Shares comprising the Company Scheme Consideration and its Subsidiaries to be contained in the Parent Scheme DocumentConsideration will, at the Joint Proxy Statement and any other documents time the S-4 is filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of it becomes effective under the Court MeetingSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of Parent and the Company, respectively, in connection with the Schemes and the transactions contemplated hereby, except information supplied by the Company in writing for inclusion in the Joint Proxy Statement, will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of Parent's shareholders or the Company's shareholders, as the case may be, and the date of any adjournment thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, made not false or misleading. The Joint Proxy Statement (other than All documents that Parent is responsible for filing with any Governmental Authority in connection with the portions thereof relating solely to the meeting of the Aon Shareholders) transactions contemplated hereby will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWany applicable law.

Information Supplied. The None of the information relating to WTW and its Subsidiaries to be contained supplied by Parent and Acquisition specifically for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will notwill, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders the holders of Company Common Stock or on the Meeting Date, and none of the information supplied or to be supplied by Parent specifically for inclusion or incorporation by reference in the Schedule 13E-3 will, at the time of its filing with the Court MeetingSEC, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint If, at any time prior to the Meeting Date, any event with respect to Parent or Acquisition, or with respect to information supplied by Parent or Acquisition specifically for inclusion in the Proxy Statement (or the Schedule 13E-3, shall occur which is required to be described in an amendment of, or supplement to, the Proxy Statement or the Schedule 13E-3, such event shall be so described by Parent or Acquisition and included by the parties hereto in the Schedule 13E-3 or provided to the Company for inclusion in the Proxy Statement. All documents that Parent and Acquisition are responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the applicable provisions of the Exchange Act, and each such document required to be filed with any Governmental Entity other than the portions thereof relating solely to the meeting of the Aon Shareholders) SEC will comply in all material respects with the provisions of applicable Law as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as information required to form with the requirements of the Takeover Rules and the Actbe contained therein. Notwithstanding the foregoing provisions of this Section 5.12foregoing, no neither Parent nor Acquisition makes any representation or warranty is made by WTW with respect to the information supplied or statements made to be supplied by the Company for inclusion or incorporated incorporation by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWSchedule 13E-3.

Information Supplied. The information relating to WTW and its Subsidiaries supplied or to be contained supplied by ATC or Merger Sub for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Registration Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement shall not, at (and i) the time the Registration Statement is declared effective, (ii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first proposed mailed to WTW Shareholders the stockholders of SpectraSite and at ATC, (iii) the time of the Court MeetingATC Stockholders' Meeting and (iv) the Effective Time, contain any untrue statement of any 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, at the time and in light of the circumstances under which they were made, not false or misleading. The If, at anytime prior to the Effective Time, any event or circumstance relating to ATC or Merger Sub or any ATC Subsidiary, or their respective officers or directors, should be discovered by ATC which should be set forth in an amendment or supplement to the Registration Statement or Joint Proxy Statement (Statement, ATC shall promptly inform SpectraSite. All documents that ATC is responsible for filing with the SEC in connection with the Merger or the other than the portions thereof relating solely to the meeting of the Aon Shareholders) transactions contemplated by this Agreement will comply as to form and substance in all material respects as to form with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12foregoing, no representation or warranty is made by WTW ATC or Merger Sub with respect to information or statements made or incorporated by reference therein based on information supplied by SpectraSite for inclusion or incorporation by reference in the Registration Statement or Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement.

Information Supplied. The information relating to WTW and its Subsidiaries registration statement on Form S-4 to be contained filed with the SEC by Corel in connection with the issuance of shares of Corel Common Stock and Corel PRs in the Scheme DocumentMerger, as amended or supplemented from time to time (as so amended and supplemented, the Joint Proxy Statement "Registration Statement"), and any other documents to be filed or furnished by Corel with or to the High CourtSEC, Canadian securities regulatory authorities, the SEC TSE or pursuant to the Act and the Takeover Rules in each case any other Governmental or Regulatory Authority in connection with the Acquisition Merger and the other transactions contemplated hereby will (in the case of the Registration Statement and any such other documents filed with the SEC under the Securities Act or the Exchange Act, with Canadian securities regulatory authorities under Canadian securities laws or with the TSE) comply as to form in all material respects with the requirements of the Exchange Act, the Securities Act or comparable Canadian laws, respectively, and will not, on the date of its filing or, in the Scheme Document and case of the Joint Registration Statement, at the time it becomes effective under the Securities Act, at the date the Proxy Statement (and any amendment or supplement thereto) is first proposed mailed to WTW Shareholders shareholders of Micrografx and at the time times of the Court Micrografx Shareholders' Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Corel or Sub with respect to information or statements made or incorporated by reference supplied in the Joint Proxy Statement or the Scheme Document which were not supplied writing by or on behalf of WTWMicrografx expressly for inclusion therein and information incorporated by reference therein from documents filed by Micrografx or any of its Subsidiaries with the SEC, Canadian securities regulatory authorities or the TSE.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company for inclusion or incorporation by reference in the Scheme DocumentForm 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, in light of the circumstances under which they are made, not misleading, and none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement and any other documents filed or furnished with or will, at the date it is first mailed to the High Court, the SEC Company’s stockholders and Parent’s Stockholders or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court Company Stockholder Meeting or Parent Stockholder Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Form S-4 and Joint Proxy Statement (and any other than documents filed by the portions thereof relating solely to Company with the meeting of the Aon Shareholders) SEC in connection herewith will comply as to form in all material respects as to form with the requirements of applicable Law, including the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent, Merger Sub or Merger LLC for inclusion or incorporation by reference in the Form S-4 or Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement.

Information Supplied. The information relating to WTW and Chiquita, its Subsidiaries and the Chiquita Merger Parties to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition Form S-4 will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed mailed to WTW Chiquita Shareholders and at the time the Form S-4 is declared effective (and any amendment or supplement thereto) or at the time of the Court Chiquita Shareholders Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and the Form S-4 (other than the portions thereof relating solely to the meeting of Court Meeting or the Aon ShareholdersEGM) will comply in all material respects as to form with the requirements of both the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Chiquita Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Chiquita Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12Clause 6.2(l), no representation or warranty is made by WTW Chiquita with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or and the Scheme Document Form S-4 which were not supplied by or on behalf of WTWChiquita.

Information Supplied. The None of the information relating to WTW and its Subsidiaries to be contained supplied by Newco specifically for inclusion or incorporation by reference in (i) the Scheme DocumentForm S-4 will, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingForm S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Proxy Statement will, on the date it is first mailed to the holders of Company Common Stock or at the Meeting Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely If at any time prior to the meeting of Meeting Date, any event with respect to Newco, or with respect to information supplied by Newco specifically for inclusion in the Aon Shareholders) Proxy Statement, shall occur which is required to be described in an amendment of, or supplement to, the Proxy Statement, such event shall be so described by Newco and provided to the Company. All documents that Newco is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects as to form respects, with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. The parts of , and each such document required to be filed with any Governmental Entity other than the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules SEC will comply in all material respects with the provisions of applicable Law as to form with the requirements of the Takeover Rules and the Actinformation required to be contained therein. Notwithstanding the foregoing provisions of this Section 5.12foregoing, Newco makes no representation or warranty is made by WTW with respect to the information supplied or statements made or incorporated to be supplied by reference the Company for inclusion in the Joint Proxy Statement Form S-4 or the Scheme Document which were not supplied by or on behalf of WTWProxy Statement.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained -------------------- supplied by Diamond specifically for inclusion or incorporation by reference in the Scheme Document, Form S-4 (as defined below) to be filed with the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case Commission by Parent in connection with the Acquisition issuance of Parent Common Stock in the Merger will not(except to the extent revised or superseded by amendments or supplements contemplated hereby), on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingForm S-4 is filed with the Commission, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement (as defined below) relating to the special meeting of the Diamond stockholders will not, at the date it is first mailed to Diamond's stockholders or at the time of the Diamond 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, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12foregoing, no representation or warranty is made by WTW Diamond with respect to information or statements made or incorporated by reference therein based on information supplied by Parent specifically for inclusion or incorporation by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Diamond specifically for inclusion or incorporation by reference in the Scheme Document, Form S-4 (as defined below) to be filed with the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case Commission by Parent in connection with the Acquisition issuance of Parent Common Stock in the Merger will not(except to the extent revised or superseded by amendments or supplements contemplated hereby), on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingForm S-4 is filed with the Commission, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement (as defined below) relating to the special meeting of the Diamond stockholders will not, at the date it is first mailed to Diamond's stockholders or at the time of the Diamond 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, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12foregoing, no representation or warranty is made by WTW Diamond with respect to information or statements made or incorporated by reference therein based on information supplied by Parent specifically for inclusion or incorporation by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement.

Information Supplied. The None of the information relating supplied or to WTW and its Subsidiaries -------------------- be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Parent in connection with the Acquisition issuance of Parent Common Stock as required by the terms of this Agreement pursuant to the Merger (the "S-4"), at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, will notcontain any untrue 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, on and (ii) the proxy statement relating to the Company Stockholder Meeting to be held in connection with the Merger (the "Proxy Statement") will, at the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed mailed to WTW Shareholders stockholders and at the time of the Court Company Stockholder Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely If at any time prior to the meeting Effective Time any event in respect of the Aon ShareholdersCompany, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible No representation is made under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW 3.7 with respect to information or any statements made or incorporated by reference in the Joint S-4 or the Proxy Statement or the Scheme Document which were not based on information supplied by the Parent specifically for inclusion or on behalf of WTWincorporation by reference therein.

Information Supplied. The None of the information relating to WTW and its Subsidiaries to be contained supplied by the Company specifically for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will notSchedule 13E-3 will, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) on which each such document is first proposed filed with the SEC and on the date it is first mailed to WTW Shareholders and at the time holders of the Court Company Common Stock, and on the date of the Company Shareholders’ Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint If, at any time prior to the date of the Company Shareholders’ Meeting, any event with respect to the Company or any of its Subsidiaries, or with respect to information supplied by or on behalf of the Company specifically for inclusion in the Proxy Statement (other than or the portions thereof relating solely Schedule 13E-3 shall occur which is required to be described in an amendment of, or supplement to, the Proxy Statement or the Schedule 13E-3, such event shall be so described by the Company, and provided in writing to Parent and Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the meeting extent relating to the Company or its Subsidiaries or other information supplied by the Company for inclusion therein, will comply as to form, in all material respects, with the provisions of the Aon Shareholders) Exchange Act and the respective rules and regulations thereunder, and each such document required to be filed with any Governmental Entity will comply in all material respects with the provisions of applicable Law as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as information required to form with the requirements of the Takeover Rules and the Actbe contained therein. Notwithstanding the foregoing provisions of this Section 5.12foregoing, the Company makes no representation or warranty is made by WTW with respect to the information supplied or statements made to be supplied by either Merger Sub or incorporated by reference Parent for inclusion in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWSchedule 13E-3.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Parent or Sub specifically for inclusion or incorporation by reference in (i) the Scheme DocumentSchedule 14D-9 will, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingSchedule 14D-9 is filed with the SEC, and at any time it is amended or supplemented, contain any untrue 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 (ii) the Proxy Statement, if any, will contain, on the date it is first mailed to the holders of Company Common Stock or at the Meeting Date, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely If at any time prior to the meeting expiration or termination of the Aon Shareholders) Offer, the acceptance for payment of Shares pursuant to the Offer or the Meeting Date (if applicable), any event with respect to Parent or Sub, or with respect to information supplied by Parent or Sub specifically for inclusion in the Offer Documents or the Proxy Statement, as applicable, shall occur which is required to be described in an amendment of, or supplement to, such document, such event shall be so described by Parent and Sub and provided to the Company. All documents that Parent or Sub is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects as to form respects, with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. The parts of , and each such document required to be filed with any Governmental Entity other than the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules SEC will comply in all material respects with the provisions of applicable law as to form with the requirements of the Takeover Rules and the Actinformation required to be contained therein. Notwithstanding the foregoing provisions of this Section 5.12foregoing, Parent and Sub make no representation or warranty is made by WTW with respect to the information supplied or statements made or incorporated to be supplied by reference the Company for inclusion in the Joint Proxy Statement Offer Documents or the Scheme Document which were not supplied by or on behalf of WTWProxy Statement.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Vionmall expressly for inclusion or incorporation by reference: (i) in the Scheme Documentany report, the Joint Proxy Statement and form, registration or other filing made with any other documents filed or furnished Governmental Authority with or respect to the High Court, transactions contemplated by this Agreement and/or ancillary document contemplated thereto; or (ii) any filings with the SEC or pursuant as it relates to the Act and the Takeover Rules in each case in connection with the Acquisition will notRegistration Statement will, on at the date the Scheme Document and the Joint Proxy Statement (and of filing, or any amendment or supplement thereto) is first proposed to WTW Shareholders and at , as the time of the Court Meetingcase may be, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement misleading (other than the portions thereof relating solely subject to the meeting qualifications and limitations set forth in the materials provided by Vionmall and the Vionmall Subsidiaries or that is included in the SEC filings). None of the Aon Shareholders) will comply in all material respects as information supplied or to form with the requirements of the Exchange Act be supplied by Vionmall and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents Vionmall Subsidiaries expressly for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation inclusion or warranty is made by WTW with respect to information or statements made or incorporated incorporation by reference in any of the Joint Proxy Statement Signing Filing, the Signing Press Release, the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the “Ancillary Public Disclosures”) will, at the time filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Scheme Document statements therein, in light of the circumstances under which were they are made, not supplied misleading (subject to the qualifications and limitations set forth in the materials provided by Vionmall and the Vionmall Subsidiaries or on behalf of WTWthat is included in the Ancillary Public Disclosures).

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by R&M, Merger Sub or Merger Sub II for inclusion or incorporation by reference in: (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the Scheme Documentcircumstances under which they were made, not misleading or (ii) the Joint Proxy Statement and any other documents filed or furnished with or to the High Courtwill, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on at the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders each of R&M’s shareholders and T-3’s stockholders or at the time of each of the Court R&M Shareholders Meeting and the T-3 Stockholders Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false 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 thereunder, except that no representation is made by R&M, Merger Sub or misleadingMerger Sub II with respect to statements made or incorporated by reference therein based on information supplied by T-3 for inclusion or incorporation by reference therein. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is 24 made by WTW R&M, Merger Sub or Merger Sub II with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by T-3 for inclusion or on behalf of WTWincorporation by reference therein.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Statement and any other documents Statement/Prospectus (as defined in Section 6.1 (b)) will, at the time the Joint Proxy Statement/Prospectus is filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition 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. The information supplied by the Company in the Joint Proxy Statement/Prospectus will not, on at the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) Statement/Prospectus is first proposed mailed to WTW Shareholders the Company's Stockholders and at the time of the Court Company's Stockholders Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The With regard to information supplied by the Company, the Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) Statement/Prospectus will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions For purposes of this Section 5.12Agreement, no representation or warranty is made by WTW with respect to information or the Parties agree that the statements made or incorporated by reference and information in the Joint Proxy Statement Statement/Prospectus (other than information provided by Parent or any subsidiary of Parent in each case concerning Parent or such subsidiary expressly for inclusion therein) relating to the Scheme Document which were not Federal income tax consequences of the transactions contemplated hereby to the holders of Banyan Shares shall be deemed to be supplied by or on behalf of WTWthe Company and not by Parent.

Information Supplied. The information relating to WTW and its Subsidiaries to be contained supplied by Comcast for inclusion or incorporation in the Scheme Document, the Joint Proxy Statement and any other documents filed registration statement on Form S-4 or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement theretothereto pursuant to which shares of Parent Common Stock issuable in the Mergers will be registered with the SEC (the A-30 "Registration Statement") is first proposed to WTW Shareholders and shall not at the time of the Court Meeting, Registration Statement is declared effective by the SEC contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The information supplied by Comcast for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the "Joint Proxy Statement (other than the portions thereof relating solely Statement") to the be sent to Comcast shareholders in connection with their meeting to consider proposals in respect of each of the Aon Comcast Shareholders' Approvals (the "Comcast Shareholders' Meeting") will comply and to be sent to AT&T shareholders in all material respects as connection with their meeting to form with the requirements consider proposals in respect of each of the Exchange Act and AT&T Shareholders' Approvals (the rules and regulations promulgated thereunder. The parts of "AT&T Shareholders' Meeting") shall not, on the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in date the Joint Proxy Statement is First mailed to the shareholders of each of Comcast and AT&T, at the time of the Comcast Shareholders' Meeting, at the time of the AT&T Shareholders' Meeting or at the Scheme Document Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not supplied by or on behalf of WTWmisleading.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Courtwill, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on at the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders and Parent’s stockholders or at the time of the Court Special Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing for inclusion or incorporation by reference in the Proxy Statement. None of the information supplied or to be supplied by Parent or Merger Sub for inclusion in the Registration Statement shall, at the time and such document is filed, at the time amended or supplemented, or at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Registration Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) and all filings made under Schedule TO will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Securities Act. Notwithstanding the foregoing provisions of this Section 5.12foregoing, Parent makes no representation representation, warranty or warranty is made by WTW covenant with respect to any information or statements made or incorporated supplied by reference the Company which is contained in the Joint Registration Statement, Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWin any filing made under Schedule TO.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by GCFC or any GCFC Subsidiary for inclusion or incorporation by reference in (i) the Scheme Document, the Joint Proxy Registration Statement and any other documents on Form S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by IBT in connection with the Acquisition will not, on issuance of shares of IBT Common Stock in the date Merger (including the Scheme Document and the Joint Proxy Statement and prospectus constituting a part thereof, the "Merger Registration Statement") will, at the time the Merger Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement - Prospectus and any amendment or supplement thereto) is first proposed thereto will, at the date of mailing to WTW Shareholders GCFC shareholders and at the time of the Court Meetingmeeting of shareholders of GCFC to be held in connection with the Merger, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, therein not false or misleading. The Joint Proxy Statement - Prospectus (other than the except for such portions thereof relating solely that relate only to the meeting of the Aon ShareholdersIBT) will comply in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts of , and the Scheme Document and any related documents Merger Registration Statement (except for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules such portions thereof that relate only to IBT) will comply in all material respects as to form with the requirements provisions of the Takeover Rules Securities Act and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWrules and regulations thereunder.

Information Supplied. The (i) None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Conexant or Concentric Sub for inclusion or incorporation by reference in (A) the Scheme DocumentForm 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, in light of the circumstances under which they were made, not misleading, and (B) the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will notStatement/Prospectus will, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders and Conexant stockholders or GlobespanVirata stockholders or at the time of the Court Conexant Stockholders Meeting or the GlobespanVirata Stockholders Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Form S-4 and the Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) Statement/Prospectus will comply as to form in all material respects as to form with the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 5.123.2(e), no representation or warranty is made by WTW Conexant with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement or the Scheme Document which were not Statement/Prospectus based on information supplied by GlobespanVirata for inclusion or on behalf of WTWincorporation by reference therein.

Information Supplied. The (a) None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by OSI for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Statement and any other documents registration statement on Form S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Infinity in connection with the Acquisition will notissuance of shares of Infinity Common Stock in the Merger, on including the date the Scheme Document and the Joint Proxy Statement (prospectus contained therein and any amendment thereof or supplement thereto (the "S-4"), will, at the 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 circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event with respect to OSI, its officers and directors or any of its subsidiaries should occur which is required to be described in the S-4 (or an amendment or supplement thereto), OSI shall promptly so advise Infinity. (b) is first proposed The proxy statement relating to WTW Shareholders the meeting of OSI's stockholders to be held in connection with the Merger, including any amendment thereof or supplement thereto (the "Proxy Statement"), will not, at the date mailed to stockholders of OSI and at the time of the Court Meetingmeeting of stockholders of OSI to be held in connection with the Merger, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTW.

Information Supplied. The information relating to WTW and its Subsidiaries to be contained in (a) At the Scheme Document, time the Joint Proxy Statement and any other documents Schedule 14D-9 is filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will notSEC, on the date the Scheme Document and the Joint Proxy Statement (and at any amendment time it is amended or supplement thereto) is first proposed to WTW Shareholders and supplemented or at the time it is first mailed to stockholders of the Court MeetingCompany, the Schedule 14D-9, as amended or supplemented, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false misleading, except that no representation or misleading. The Joint Proxy Statement warranty is made by the Company in this Section 2.07(a) with respect to statements made or incorporated by reference therein based on information supplied by Acquirer, any other member of the Acquirer Group or their Representatives for inclusion or incorporation by reference in such documents. (other than b) Each document required to be filed by the portions thereof relating solely Company with the SEC or required to be distributed or otherwise disseminated by the Company to the meeting of Company’s stockholders in connection with the Aon Shareholders) Offer and the other Transactions and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects as to form with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by Acquirer, any other member of the Acquirer Group or on behalf of WTWtheir Representatives for inclusion or incorporation by reference therein.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in (i) the Scheme DocumentRegistration Statement will, at the Joint Proxy time the Registration Statement and any other documents is filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will notSEC, on at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement/Prospectus will, at the date the Scheme Document and the Joint Proxy Statement it (and any amendment or supplement thereto) is first proposed mailed to WTW Shareholders the stockholders of the Company and, subject to Section 5.15, the stockholders of Parent and at the time of the Court Company Stockholders Meeting and, subject to Section 5.15, the Parent Stockholders Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Parent or Merger Sub with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by or on behalf of WTWthe Company. The information contained in the Registration Statement and the Proxy Statement/Prospectus relating to Parent and Merger Sub and the Parent Stockholders Meeting will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, respectively.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Parent or Newco for inclusion or incorporation by reference in (a) the Scheme DocumentForm S-4 will, at the Joint Proxy Statement and any other documents time the Form S-4 is filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingForm S-4, as amended or supplemented, becomes effective under the 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; (b) the Proxy Statement will, at the date mailed to stockholders of Company and Parent, and at the times of the meetings of stockholders of Company and Parent to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and therein in light of the circumstances under which they were madeare made not misleading; and (c) the Form S-1 will, at the time the Form S-1 is filed with the SEC and at the time the Form S-1, as amended or supplemented, becomes effective under the 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 false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely Statement, insofar as it relates to the meeting of Parent's stockholders to vote on the Aon Shareholders) Merger, will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. The parts of , and the Scheme Document Form S-4 and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules Form S-1 will comply as to form in all material respects as to form with the requirements provisions of the Takeover Rules Securities Act and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWrules and regulations thereunder.

Information Supplied. The All information relating to WTW and its Subsidiaries supplied or to be contained in supplied by the Scheme Document, Company or the Joint Proxy Statement Subsidiaries (a) soliciting approval from the shareholders of the Company for either the issuance and sale of the Debentures or for any other documents filed or furnished with or act of the Company to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case be taken in connection with the Acquisition transactions contemplated under this Amended Agreement will not, on either at the date the Scheme Document and the Joint Proxy Statement mailed (and any amendment or supplement theretootherwise disseminated) is first proposed to WTW Shareholders and such shareholders or at the time of the Court Meetingmeeting of shareholders of the Company to be held in connection with the transactions contemplated by this Amended Agreement, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false misleading or (b) disclosed in any report or document filed with the SEC as required under the Exchange Act or the Securities Act in connection with the transactions contemplated hereunder will not, either at the time such report or document (or any amendment thereto) is filed with the SEC or at the time it becomes effective under the Securities Act or supplied to the Purchaser or to shareholders of the Company or any of their respective representatives or advisers in connection with the transactions contemplated by this Amended Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Joint Proxy Statement (other than All information disseminated by the portions thereof relating solely to Company or FOHP-NJ in connection with the meeting of the Aon Shareholders) transactions contemplated by this Amended Agreement will comply as to form in all material respects as to form with all applicable laws, including all relevant provisions of the requirements of Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWthe Purchaser for inclusion therein.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by the Company for inclusion or incorporation by reference in the Scheme DocumentForm 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, in light of the circumstances under which they are made, not misleading, and none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement and any other documents filed or furnished with or will, at the date it is first mailed to the High Court, the SEC Company’s stockholders and Parent’s Stockholders or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court Company Stockholder Meeting or Parent Stockholder Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Form S-4 and Joint Proxy Statement (and any other than documents filed by the portions thereof relating solely to Company with the meeting of the Aon Shareholders) SEC in connection herewith will comply as to form in all material respects as to form with the requirements of applicable Law, including the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent, Merger Sub or Merger LLC for inclusion or incorporation by reference in the Form S-4 or Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Xxxxxxx for inclusion or in- corporation by reference in (i) the Scheme Document, the Joint Proxy Statement and any other documents registration statement on Form F-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Shire in connection with the Acquisition will notissuance of Ordinary Shares and Shire ADSs in the Merger (the "Form F-4") will, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingForm F-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the UK Disclosure Documents will, on the date the UK Disclosure Documents are first mailed to the shareholders of Shire or at the time of the Shire shareholders meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at in the time and in light of the circumstances under which they were are made, not false misleading or (iii) the Proxy Statement will, at the date it is first mailed to Xxxxxxx shareholders or at the time of the Xxxxxxx Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Xxxxxxx with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by or on behalf of WTWShire.

Information Supplied. The None of the information relating to WTW and its Subsidiaries to be contained supplied by the Company specifically for inclusion or incorporation by reference in the Scheme Document, the Joint Proxy Statement and or any other documents Schedule 13E-3 filed with, or furnished with or to the High Courtto, the SEC or pursuant concurrently with the filing of the Proxy Statement (the “Schedule 13E-3”) will, in the case of the Proxy Statement on the date it is first mailed to the Act holders of the Company Common Stock and the Takeover Rules Company Preferred Stock or on the date (the “Meeting Date”) of the related Special Meeting, or, in each the case in connection with of the Acquisition will notSchedule 13E-3, on the date it is filed with the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingSEC, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint If at any time prior to the Meeting Date, any event with respect to the Company, or with respect to information supplied by the Company specifically for inclusion in the Proxy Statement (or the Schedule 13E-3, shall occur which is required to be described in an amendment of, or supplement to, the Proxy Statement or the Schedule 13E-3, such event shall be timely so described by the Company therein. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form, in all material respects, with the applicable provisions of the Exchange Act, and each document required to be filed with any Governmental Entity other than the portions thereof relating solely to the meeting of the Aon Shareholders) SEC will comply in all material respects with the provisions of applicable Law as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as information required to form with the requirements of the Takeover Rules and the Actbe contained therein. Notwithstanding the foregoing provisions of this Section 5.12foregoing, the Company makes no representation or warranty is made by WTW with respect to information statements included in, or statements made or incorporated by reference in omissions from, the Joint Proxy Statement or the Scheme Document which were not supplied Schedule 13E-3 based on information supplied, or to be supplied, by Parent or on behalf of WTWAcquisition for inclusion or incorporation by reference therein.

Information Supplied. The (a) None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Xxxxxx specifically for inclusion or incorporation by reference in (i) the Scheme Document, the Joint Proxy Statement and any other documents registration statement on Form S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Xxxxxx in connection with the Acquisition will notissuance of Xxxxxx Common Stock in the Merger (the "REGISTRATION STATEMENT") will, on at the date time the Scheme Document and Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) the Joint Proxy Statement (and any amendment or supplement thereto) Statement/Prospectus will, at the date it is first proposed mailed to WTW Shareholders and stockholders of Xxxxxx or PRI or at the time of the Court Xxxxxx Stockholders Meeting or the PRI Stockholders Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Xxxxxx Stockholders Meeting or the PRI Stockholders Meeting which has become false or misleading. . (b) The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) Statement/Prospectus will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Xxxxxx with respect to information or statements made made, omitted or incorporated by reference therein based on information supplied by PRI specifically for inclusion or incorporation by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement/Prospectus.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by Park for inclusion or incorporation by reference in (i) the Scheme DocumentS-4 will, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingS-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement will, at the date of mailing to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the except for such portions thereof relating solely that relate only to the meeting of the Aon ShareholdersFirst-Knox) will xxll comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document SEC thereunder, and any related documents the S-4 (except for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will such portions thereof that relate only to First-Knox) xxll comply as to form in all material respects as to form with the requirements of the Takeover Rules Securities Act and the Actrules and regulations of the SEC thereunder. Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by WTW with respect to All information or statements made or incorporated by reference about Park and its Subsidiaries included in the Joint S-4 and Proxy Statement or the Scheme Document which were not will be deemed to have been supplied by or on behalf of WTWPark.

Information Supplied. The information relating to WTW and its Subsidiaries Neither the proxy statement to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or mailed to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case Company Stockholders in connection with the Acquisition will not, on meeting (the "Stockholder's Meeting") to be called to consider the Merger (the "Proxy Statement") at the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) such document is first proposed published, sent or delivered to WTW Shareholders and Company Stockholders or, unless promptly corrected, at any time during the time pendency of the Court Stockholder's Meeting, nor any other documents to be filed by the Company with the SEC in connection with the Merger or the transactions contemplated hereby will contain any untrue statement of any 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, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form and substance in all material respects as to form with the requirements of the Exchange Act and the applicable rules and regulations promulgated of the SEC thereunder. The parts None of the Scheme Document and information supplied or to be supplied by the Company or any related documents of its Subsidiaries for which inclusion or incorporation by reference in the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as Schedule 13E-3 to form be filed with the requirements SEC will, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the Takeover Rules and the Actcircumstances under which they were made, not misleading. Notwithstanding the foregoing provisions of this Section 5.12foregoing, no representation or warranty is made by WTW the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or Sub for inclusion or incorporation by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWforegoing documents.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained -------------------- supplied by Xxxxxxx for inclusion or incorporation by reference in (i) the Scheme Document, the Joint Proxy Statement and any other documents registration statement on Form F-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Shire in connection with the Acquisition will notissuance of Ordinary Shares and Shire ADSs in the Merger (the "Form F-4") will, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court MeetingForm F-4 is filed with the SEC, at any time it is amended or -------- supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the UK Disclosure Documents will, on the date the UK Disclosure Documents are first mailed to the shareholders of Shire or at the time of the Shire shareholders meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at in the time and in light of the circumstances under which they were are made, not false misleading or (iii) the Proxy Statement will, at the date it is first mailed to Xxxxxxx shareholders or at the time of the Xxxxxxx Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Xxxxxxx with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by or on behalf of WTWShire.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained -------------------- supplied by Xxxxxxx for inclusion or incorporation by reference in (i) the Scheme Document, the Joint Proxy Statement and any other documents registration statement on Form F-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Shire in connection with the Acquisition will notissuance of Ordinary Shares and Shire ADSs in the Merger (the "Form F-4") will, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed to WTW Shareholders and at the time of the Court Meeting-------- Form F-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the UK Disclosure Documents will, on the date the UK Disclosure Documents are first mailed to the shareholders of Shire or at the time of the Shire shareholders meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at in the time and in light of the circumstances under which they were are made, not false misleading or (iii) the Proxy Statement will, at the date it is first mailed to Xxxxxxx shareholders or at the time of the Xxxxxxx Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Xxxxxxx with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by or on behalf of WTWShire.

Information Supplied. The (i) None of the information relating to WTW and its Subsidiaries supplied or to be contained in supplied by Teleglobe for inclusion in, or incorporated by reference in, (A) the Scheme DocumentForm F-4 will, at the time the Form F-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Joint Information Statement/Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will notStatement/Prospectus will, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders and the stockholders of Excel or the shareholders of Teleglobe or at the time of the Court Excel Stockholders Meeting, if any, or the Teleglobe Shareholders Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Form F-4 and the Joint Information Statement/Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) Statement/Prospectus will comply as to form in all material respects as to form with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document SEC thereunder and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the applicable requirements of the Takeover Rules and the Act. Canadian Securities Laws. (ii) Notwithstanding the foregoing provisions of this Section 5.123.2(f), no representation or warranty is made by WTW Teleglobe with respect to information or statements made or incorporated by reference in the Joint Proxy Statement Form F-4 or the Scheme Document Joint (iii) If at any time prior to the Effective Time any event relating to Teleglobe or any of its Affiliates, officers or directors should be discovered by Teleglobe which were not supplied by should be set forth in an amendment to the Form F-4 or on behalf of WTWa supplement to the Joint Information Statement/ Proxy Statement/Prospectus, Teleglobe shall promptly inform Excel.

Information Supplied. The information relating to WTW and Fyffes, its Subsidiaries and the Fyffes Merger Parties to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition Form S-4 will not, on the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) is first proposed mailed or posted to WTW Fyffes Shareholders and at the time the Form S-4 is declared effective (and any amendment or supplement thereto) or at the time of the Court Fyffes Shareholders Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and the Form S-4 (other than the portions thereof relating solely to the meeting of Court Meeting or the Aon ShareholdersEGM) will comply in all material respects as to form with the requirements of both the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Fyffes Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Fyffes Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12Clause 6.1(l), no representation or warranty is made by WTW Fyffes with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or and the Scheme Document Form S-4 which were not supplied by or on behalf of WTWFyffes.

Information Supplied. The information relating to WTW and its Subsidiaries supplied by the Company Parties for inclusion or incorporation by reference in the Proxy Statement or any other document to be contained in the Scheme Document, the Joint Proxy Statement and any other documents filed or furnished with or to the High Court, the SEC or pursuant provided to holders of the Act and Company Common Shares or the Takeover Rules in each case Partnership Units in connection with the Acquisition transactions contemplated by this Agreement (the “Other Filings”) will not, on in the case of the Proxy Statement, (i) at the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) such document is first proposed mailed to WTW Shareholders and the Company Stockholders, (ii) at the time of the Court MeetingCompany Stockholders Meeting or (iii) at the time of any amendment or supplement thereof, and, in the case of any Other Filing at the date it is first mailed to the Company Stockholders or holders of interests in any Company Subsidiary or at the date it is first filed with the SEC, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no No representation or warranty is made (or omitted to be made) by WTW the Company Parties with respect to information or statements made or incorporated by reference therein based on information supplied by Buyer Parties or the Public Parties specifically for use in connection with the Joint preparation of the Proxy Statement or the Scheme Document which were not supplied Other Filings for inclusion or incorporation by or on behalf reference therein. All documents that the Company is responsible for filing with the SEC in connection with the Mergers and the other transactions contemplated by this Agreement will comply as to form in all material respects with the applicable requirements of WTWthe Securities Act and the Exchange Act.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained -------------------- supplied by Company specifically for inclusion or incorporation by reference in (i) the Scheme Document, the Joint Proxy Statement and any other documents registration statement on Form S-4 to be filed or furnished with or to the High Court, the SEC or pursuant to the Act and the Takeover Rules in each case by Parent in connection with the Acquisition will notissuance by Parent of shares of Parent Common Stock in the Forward Merger (the "Form S-4") will, on at the time the Form S-4 is filed with the SEC, at any time that it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Offer Documents will, at the date on which the Scheme Document Offer Documents are filed with the SEC and at the Acceptance Date, and the Joint Proxy Statement and the Schedule 13E-3 (and if required to be filed) will, at the time they are filed with the SEC, at any amendment time that they are amended or supplement thereto) supplemented, at the time the Proxy Statement is first proposed mailed to WTW Shareholders Company's stockholders and at the time of the Court MeetingStockholders Meeting referred to in Section 7.2, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement (other than Statement, the portions thereof relating solely to Schedule 14D-9 and the meeting of the Aon Shareholders) Schedule 13E-3 will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Scheme Document which were not therein based on information supplied by Parent or on behalf of WTWPurchaser specifically for inclusion or incorporation by reference in such documents.

Information Supplied. The (a) None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by PRI specifically for inclusion or incorporation by reference in (i) the Scheme DocumentRegistration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) the Joint Proxy Statement and any other documents filed or furnished with or to the High CourtStatement/Prospectus will, the SEC or pursuant to the Act and the Takeover Rules in each case in connection with the Acquisition will not, on at the date the Scheme Document and the Joint Proxy Statement (and any amendment or supplement thereto) it is first proposed mailed to WTW Shareholders and stockholders of PRI or Xxxxxx or at the time of the Court PRI Stockholders Meeting or the Xxxxxx Stockholders Meeting, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the PRI Stockholders Meeting or the Xxxxxx Stockholders Meeting which has become false or misleading. . (b) The Joint Proxy Statement (other than the portions thereof relating solely to the meeting of the Aon Shareholders) Statement/Prospectus will comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by WTW PRI with respect to information or statements made made, omitted or incorporated by reference therein based on information supplied by Xxxxxx specifically for inclusion or incorporation by reference in the Joint Proxy Statement or the Scheme Document which were not supplied by or on behalf of WTWStatement/Prospectus.

Information Supplied. The None of the information relating to WTW and its Subsidiaries supplied or to be contained supplied by HWGG expressly for inclusion or incorporation by reference: (i) in the Scheme Documentany report, the Joint Proxy Statement and form, registration or other filing made with any other documents filed or furnished Governmental Authority with or respect to the High Court, transactions contemplated by this Agreement and/or ancillary document contemplated thereto; or (ii) any filings with the SEC or pursuant as it relates to the Act and the Takeover Rules in each case in connection with the Acquisition will notRegistration Statement will, on at the date the Scheme Document and the Joint Proxy Statement (and of filing, or any amendment or supplement thereto) is first proposed to WTW Shareholders and at , as the time of the Court Meetingcase may be, contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement misleading (other than the portions thereof relating solely subject to the meeting qualifications and limitations set forth in the materials provided by HWGG and the HWGG Subsidiaries or that is included in the SEC filings). None of the Aon Shareholders) will comply in all material respects as information supplied or to form with the requirements of the Exchange Act be supplied by HWGG and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents HWGG Subsidiaries expressly for which the WTW Board of Directors are responsible under the Takeover Rules and any related filings for which the WTW Board of Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Section 5.12, no representation inclusion or warranty is made by WTW with respect to information or statements made or incorporated incorporation by reference in any of the Joint Proxy Statement Signing Filing, the Signing Press Release, the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the “Ancillary Public Disclosures”) will, at the time filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Scheme Document statements therein, in light of the circumstances under which were they are made, not supplied misleading (subject to the qualifications and limitations set forth in the materials provided by HWGG and the HWGG Subsidiaries or on behalf of WTWthat is included in the Ancillary Public Disclosures).