Common use of Information Supplied Clause in Contracts

Information Supplied. The information relating to the Company and the Company Subsidiaries supplied by or on behalf of the Company and which is to be contained in, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. The information relating to the Company and the Company Subsidiaries supplied by or on behalf None of the Company and which is information supplied or to be contained in, supplied in writing by Parent or incorporated Merger Sub for inclusion or incorporation by reference in, the Joint Proxy Statement and in (i) the Form S-4 (and any amendment or supplement thereto) will notS-4, on including the date the Joint Proxy Statement is first mailed to Company Stockholders or Statement/Prospectus forming a part thereof, will, at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders, 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, and 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 (i) will comply in all material respects as to form with becomes effective under the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading; and (ii) the Proxy Statement/Prospectus will, at the date the Proxy Statement/Prospectus is first mailed to the shareholders of the Company and at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20foregoing, no neither Parent nor Merger Sub makes any representation or warranty is made with respect to any information provided by or required to be provided by the Company with respect to information and/or by its auditors, legal counsel, financial advisors or statements made other consultants or incorporated by reference advisors specifically for use in the Joint Proxy Statement Form S-4 or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyProxy Statement/Prospectus.

Information Supplied. The information relating Subject to the Company accuracy of the representations and warranties of the Company Subsidiaries set forth in Section 3.9, none of the information supplied (or to be supplied) in writing by or on behalf of the Company and which is to be contained inParent, Merger Sub or incorporated LLC specifically for inclusion or incorporation by reference in, the Joint Proxy Statement and in (a) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and or any amendment amendments or supplement thereto), is supplements thereto are filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholdersat the time it 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 made therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The , and (b) the Joint Proxy Statement will, on the date it is first mailed to stockholders of the Company and stockholders of Parent, and at the time of the Company Stockholders Meeting and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not 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 the light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.20foregoing, Parent, Merger Sub and LLC make no representation or warranty is made by the Company with respect to any information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyCompany for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in the Company Subsidiaries supplied by or Registration Statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented, at the time it becomes effective by under the SEC Securities Act or is first mailed to Company Stockholdersat 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 thereintherein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement will, at the time and in light date mailed to stockholders of the circumstances under which they were made, not false Company and at the date mailed to stockholders of Parent or misleading. The Joint Proxy Statement and at the Form S-4 (i) will comply time of the meeting of such stockholders to be held in all material respects as to form connection with the requirements of Merger or at the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not 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 the light of the circumstances under which they are made, not misleading. Notwithstanding The Joint Proxy Statement, insofar as it relates to the foregoing provisions of this Section 3.20, no representation Company or warranty is made its Subsidiaries or other information supplied by the Company for inclusion therein, will comply as to form in all material respects with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf provisions of the CompanyExchange Act and the rules and regulations thereunder.

Information Supplied. The information relating Subject to the Company accuracy of the representations and warranties of the Company Subsidiaries set forth in Article IV, none of the information supplied or to be supplied by or on behalf of the Company and which is to be contained in, Parent or incorporated Merger Sub for inclusion or incorporation by reference in, in the Joint Proxy Statement Statement/Prospectus and the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), such document is filed with the SEC, at any time it is declared effective by amended or supplemented or at the SEC or time it is first mailed published, sent or given to Company Stockholdersthe Company’s or Parent’s stockholders, 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 are made, not false or misleading. The Parent and Merger Sub shall use commercially reasonable efforts to ensure the Joint Proxy Statement Statement/Prospectus and the Form S-4 (i) 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 and (ii) will not contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that Parent and Merger Sub will make no representation or warranty is made by the Company with respect to information or statements made included or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of the CompanyCompany for inclusion or incorporation by reference therein.

Information Supplied. The information relating Subject to the Company accuracy of the representations and warranties of Parent and Purchaser set forth in Section 4.4, neither the Company Subsidiaries Schedule 14D-9 nor any information supplied (or to be supplied) in writing by or on behalf of the Company and which is to be contained inspecifically for inclusion or incorporation by reference in the Offer Documents will, at the respective times the Schedule 14D-9, the Offer Documents, or incorporated by reference inany amendments or supplements thereto, are filed with the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders SEC or at the time they are first published, sent or given to stockholders of the Form S-4 (and any amendment Company, or supplement thereto)on the Expiration Date, is filed with as the SEC, is declared effective by the SEC or is first mailed to Company Stockholderscase 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 made therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement and will not, on the Form S-4 (i) will comply in all material respects as date it is first mailed to form with the requirements stockholders of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not 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. Notwithstanding misleading and will not, at the foregoing provisions time of this Section 3.20the Company Stockholders Meeting (if such a meeting is held), no representation or warranty is made by omit to state any material fact necessary to correct any statement in any earlier communication from the Company with respect to information the solicitation of proxies for the Company Stockholders Meeting which shall have become false or statements made or incorporated by reference misleading in the Joint any material respect. The Proxy Statement or and the Form S-4, which information or statements were not supplied by or on behalf Schedule 14D-9 will comply as to form in all material respects with the applicable requirements of the CompanyExchange Act.

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

Information Supplied. The information relating Subject to the Company accuracy of the representations and warranties of Parent and Merger Sub set forth in Article V, none of the Company Subsidiaries information supplied or to be supplied by or on behalf of the Company and which is to be contained in, for inclusion or incorporated incorporation by reference in, in the Joint Proxy Statement Statement/Prospectus and the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), such document is filed with the SEC, at any time it is declared effective by amended or supplemented or at the SEC or time it is first mailed published, sent or given to Company Stockholdersthe Company’s or Parent’s stockholders, 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 are made, not false or misleading. The Company shall use commercially reasonable efforts to ensure the Joint Proxy Statement Statement/Prospectus and the Form S-4 (i) 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 and (ii) will not contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading. Notwithstanding , except that the foregoing provisions of this Section 3.20, Company will make no representation or warranty is made by the Company with respect to information or statements made included or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of the CompanyParent or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Form S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders, 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, and at the time and in light of it becomes effective under the circumstances under which they were madeSecurities Act, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement will, at the date it is first mailed to Parent's stockholders or the Company's stockholders or at the time of the Parent Stockholders Meeting or the effectiveness of the Company Action by Written Consent (as such terms are defined in order Section 6.01 below), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, The Company makes no representation or warranty is made by the Company with respect to any information provided by or statements made required to be provided by Parent or incorporated any Parent Subsidiary and/or by reference the Parent's auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Form S-4 or Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyStatement.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is to be contained in, or incorporated any of its Subsidiaries specifically for inclusion or incorporation by reference in, the Joint Proxy Statement and in (i) the Form S-4 (and any amendment or supplement thereto) will notto be filed with the SEC by Purchaser in connection with the Purchaser Share Issuance will, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared SEC and at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading or (ii) the Joint Proxy Statement/Prospectus will, at the time and in light date the Joint Proxy Statement/Prospectus is first mailed to the respective stockholders of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement Company and Purchaser and at the time of the Company Stockholders Meeting and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not Purchaser Stockholders Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20foregoing, the Company makes no representation or warranty is made by the Company with respect to any information supplied by or statements made on behalf of Purchaser or any of its Representatives which is contained or incorporated by reference in the Form S-4 or the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyStatement/Prospectus.

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

Information Supplied. The information relating Subject to the Company accuracy of the representations and warranties of Parent and Purchaser set forth in Section 4.4, neither the Company Subsidiaries Schedule 14D-9 nor any information supplied (or to be supplied) in writing by or on behalf of the Company and which is to be contained inspecifically for inclusion or incorporation by reference in the Offer Documents will, at the respective times the Schedule 14D-9, the Offer Documents, or incorporated by reference in, any amendments or supplements thereto are filed with the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders SEC or at the time they are first published, sent or given to the Form S-4 (and any amendment or supplement thereto)holders of Company Common Stock, is filed with as the SEC, is declared effective by the SEC or is first mailed to Company Stockholderscase 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 made therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement and the Form S-4 (iif any) will comply in all material respects as not, on the date it is first mailed to form with the requirements holders of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not Company Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding , and will not, at the foregoing provisions time of this Section 3.20the Company Stockholders Meeting (if such a meeting is held), no representation or warranty is made by omit to state any material fact necessary to correct any statement in any earlier communication from the Company with respect to information the Company Stockholders Meeting which shall have become false or statements made or incorporated by reference misleading in the Joint any material respect. The Proxy Statement (if any) and the Schedule 14D-9 will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or the Form S-4, which warranty with respect to information or statements were not supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in any of the Companyforegoing documents.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company Parent, Parent OP and which is to be contained in, Merger Sub for inclusion or incorporated incorporation by reference in, the Joint Proxy Statement and in (a) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC or is first mailed to Company StockholdersSEC, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement will, at the date that it is first mailed to the Company’s stockholders or Parent’s stockholders, at the time of the Company Stockholder Meeting and Parent Stockholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding The Joint Proxy Statement, at the foregoing provisions date such materials are first mailed to the Company’s stockholders or Parent’s stockholders and at the time of this Section 3.20the Company Stockholder Meeting and the Parent Stockholder Meeting, no will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company Parent, Parent OP and Merger Sub in this Section 4.06 with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of the Company, the Company OP, or any of their respective Representatives for inclusion or incorporation by reference therein.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, or incorporated by reference in, at the Joint Proxy Statement and time the Form S-4 (and any amendment or supplement thereto) will not, on is filed with the date the Joint Proxy Statement is first mailed to Company Stockholders SEC or at the time it becomes effective under the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not 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 Company and at the times of the meeting or meetings of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, therein not misleading. Notwithstanding The Proxy Statement, insofar as it relates to the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf meeting of the Company's stockholders to vote on the Merger, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is to be contained in, for inclusion or incorporated incorporation by reference in, the Joint Proxy Statement and in (i) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented, and at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 misleading. The (ii) the Joint Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the Form S-4 (i) will comply in all material respects as to form with stockholders of Parent and at the requirements time of the Exchange Act Company Stockholders’ Meeting and the rules and regulations promulgated thereunder and (ii) will not 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 the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of Parent. The portions of the CompanyJoint Proxy Statement supplied by the Company will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and specifically for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger or in respect of Company Stock Options pursuant to Section 5.6 (the "Form S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with becomes effective under the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's or Parent's stockholders or at the time and in light of the circumstances under which they were madeCompany Stockholders Meeting or the Parent Stockholders Meeting, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company 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 Form S-4, which information or statements were not supplied by or on behalf of the CompanyStatement.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is to be contained in, specifically for inclusion or incorporated incorporation by reference in, the Joint Proxy Statement and in (i) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented, and at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 misleading. The (ii) the Joint Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the Form S-4 (i) will comply in all material respects as to form with stockholders of Parent and at the requirements time of the Exchange Act Company Stockholders’ Meeting and the rules and regulations promulgated thereunder and (ii) will not 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 the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of Parent or Merger Sub. The Joint Proxy Statement will, with respect to information regarding the Company, comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. The None of the information relating supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the 32 23 registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the Merger (such registration statement, together with any amendments or supplements thereto, the "REGISTRATION STATEMENT") and (b) the Proxy Statement (as defined below) to be filed with the SEC by the Company and the Company Subsidiaries supplied by or on behalf Parent in connection with the meeting of the Company Unitholders (the "COMPANY UNITHOLDERS' MEETING") and which is the meeting of the shareholders of the Parent (the "PARENT SHAREHOLDERS' MEETING") to be contained in, conducted or incorporated by reference inheld in connection with their respective approvals of the Merger, the Joint Proxy Statement Transaction Documents and the Form S-4 (and any amendment or supplement thereto) will notissuance of the Parent Shares in connection with the Merger, on as the date the Joint Proxy Statement is first mailed to Company Stockholders or case may be, will, at the time the Form S-4 (and any amendment or supplement thereto), Registration Statement is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC Securities Act or at the time the Proxy Statement is first mailed to Company Stockholdersthe Unitholders and the Parent shareholders, contain as the case may be, contains any untrue statement of any a material fact or omit omits 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be contained in, filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or incorporated by reference insupplemented from time to time, the Joint Proxy Statement and the "Form S-4 (and any amendment or supplement theretoS-4") will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared SEC and at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in the CompanyForm S-4 or the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and in writing for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied Registration Statement on Form S-4 of Parent (together with any amendments or supplements thereto, the “Form S-4”) to be filed with the SEC by or on behalf Parent in connection with the issuance of the Company and which is to be contained inParent Common Stock in or as a result of the Merger will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders, 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, and 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 (i) will comply in all material respects as to form with becomes effective under the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading; and (ii) the Proxy Statement/Prospectus will, at the date the Proxy Statement/Prospectus is first mailed to the shareholders of the Company and at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20foregoing, the Company makes no representation or warranty is made by the Company with respect to any information provided by or statements made required to be provided by Parent, Merger Sub and/or by their auditors, legal counsel, financial advisors or incorporated by reference other consultants or advisors specifically for use in the Joint Proxy Statement Form S-4 or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyProxy Statement/Prospectus.

Information Supplied. The None of the information relating supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the joint Rule 13e-3 Transaction Statement to be filed with the SEC in respect of the Merger (the “Schedule 13E-3”) (insofar as it relates to the Company and the Company Subsidiaries supplied by or on behalf of the Company and which is to be contained inCompany’s Subsidiaries) will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), such document is filed with the SEC, at any time it is declared effective by amended or supplemented or at the SEC or time it is first mailed published, sent or given to Company Stockholdersthe 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 the time and in light of the circumstances under which they were are made, not false misleading, or misleading. The Joint (b) the Proxy Statement (insofar as it relates to the Company and the Form S-4 Company’s Subsidiaries) will, at the date it (ior any amendment or supplement thereto) will comply in all material respects as is first published, sent or given to form with the requirements shareholders of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not 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. Notwithstanding The Schedule 13E-3 and the foregoing provisions of this Section 3.20Proxy Statement will comply in all material respects with the Securities Laws, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by Parent, Alkaloida, TDC, SPH or on behalf of the CompanyMerger Sub for inclusion or incorporation by reference therein.

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

Information Supplied. The None of the information relating supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the joint Rule 13e-3 Transaction Statement to be filed with SEC in respect of the Transactions (the “Schedule 13E-3”) (insofar as it relates to the Company and the Company Subsidiaries supplied by or on behalf of the Company and which is to be contained inSubsidiaries) will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), such document is filed with the SEC, at any time it is declared effective by amended or supplemented or at the SEC or time it is first mailed published, sent or given to Company Stockholdersthe Company’s stockholders, 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 thereintherein not misleading, or (b) the Proxy Statement will, at the time and in light date it (or any amendment or supplement thereto) is filed with the SEC or first published, sent or given to stockholders of the circumstances under which they were madeCompany, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Schedule 13E-3 and the foregoing provisions of this Section 3.20Proxy Statement, as the case may be, will comply in all material respects with the Securities Laws, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by Parent, Sun Global or on behalf of the CompanyMerger Sub for inclusion or incorporation by reference therein.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the Share Issuance (the “Form S-4”) will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s shareholders and Parent’s shareholders or at the time and in light of the circumstances under which they were madeCompany Shareholders Meeting (as defined in Section 6.01) or the Parent Shareholders Meeting (as defined in Section 6.01), not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Joint Proxy Statement will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by 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 Form S-4, which information or statements were not supplied by or on behalf of the CompanyStatement.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and the Company Subsidiaries supplied by for inclusion or on behalf of the Company and which is to be contained in, or incorporated incorporation by reference inin the Registration Statement will, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), Registration Statement is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 in the time and in light of the circumstances under which they were made, not false or misleading. The None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement and Statement, on the Form S-4 (i) will comply in all material respects as date it is first mailed to form with holders of Company Common Stock or at the requirements time of the Exchange Act and the rules and regulations promulgated thereunder and (ii) Company Stockholders’ Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20foregoing, the Company makes no representation or warranty is made by the Company with respect to any information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by Parent or on behalf Merger Sub that is contained in any of the Companyforegoing documents.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is to be contained in, Republic or incorporated Merger Sub for inclusion or incorporation by reference in, the Joint Proxy Statement and in (a) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and S-4, or at the time any amendment amendments or supplement supplements thereto), is are filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders, 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 it becomes effective under the circumstances under which they were madeSecurities Act, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement/Prospectus will, on the date it is first mailed to Republic’s stockholders or at the time of the Republic 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. Notwithstanding the foregoing provisions of this Section 3.20foregoing, Republic and Merger Sub make no representation or warranty is made by the Company with respect to information or statements made in or incorporated omitted from the Form S-4 or the Joint Proxy Statement/Prospectus relating to Allied or its Affiliates based on information supplied by Allied or its Affiliates for inclusion or incorporation by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Companyforegoing documents.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and specifically for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the “Form S-4”) will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with becomes effective under the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 misleading. The (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders and Parent’s stockholders or at the Form S-4 (i) will comply in all material respects as to form with the requirements time of the Exchange Act and Company Stockholders Meeting or the rules and regulations promulgated thereunder and (ii) will not 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 the light of the circumstances under which they are made, not misleading. Notwithstanding The Joint Proxy Statement will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyStatement.

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

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by the IAC Parties for inclusion or on behalf of the Company and which is to be contained in, or incorporated incorporation by reference inin (a) the Registration Statement will, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), Registration Statement is filed with the SEC, and at any time it is declared effective by the SEC amended or is first mailed to Company Stockholders, contain any untrue statement of any material fact supplemented 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 it becomes effective under the circumstances under which they were madeSecurities Act, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement/Prospectus will, at the date it is first mailed to the holders of IAC Capital Stock or at the time of the IAC Stockholder Meeting, or at the date it is first mailed to the holders of Match Capital Stock or at the time of the Match Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20foregoing, no representation or warranty is made by the Company IAC Parties with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of Match for inclusion or incorporation by reference in the CompanyRegistration Statement or the Joint Proxy Statement/Prospectus.

Information Supplied. The information relating to Parent and its subsidiaries included in the Company and the Company Subsidiaries supplied by or on behalf of the Company and which is to be contained in, or incorporated by reference inProxy Statement/Prospectus, the Joint Proxy Statement and the Form S-4 (S-4, and any amendment other documents filed or supplement thereto) will furnished with or to the SEC pursuant to the Securities Act or the Exchange Act in each case in connection with the Merger shall not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 is declared effective (and any amendment or supplement thereto), the date the Proxy Statement/Prospectus is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholdersthe Company’s stockholders, 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, and at the time and in light of the circumstances under which they were madeCompany Stockholder Meeting, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no No representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference in the Joint Proxy Statement Statement/Prospectus, the Form S-4 or any other document filed or furnished with or to the SEC or pursuant to the Securities Act or the Form S-4, which Exchange Act based on information or statements were not supplied by or on behalf of the CompanyCompany expressly for inclusion therein.

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

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

Information Supplied. The None of the information relating supplied or to be supplied by the Parent for inclusion or incorporation by reference in any Company Disclosure Document, at the time filed (as amended or supplemented), at the time provided to the Company and the Company Subsidiaries supplied by Company's shareholders or on behalf of the Company and which is to be contained in, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement theretoif applicable) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders creditors or at the time of the Form S-4 Company General Meeting or (and if applicable) any amendment or supplement thereto), is filed meeting of the Company's creditors in connection with the SECTransactions, is declared effective by the SEC or is first mailed to Company Stockholders, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in order light of the circumstances under which they were made not misleading. To the extent applicable, none of the information supplied by the Parent or Merger Sub for inclusion or incorporation by reference in any Registration Statement, at the time filed (as amended or supplemented), at the effective time of the Registration Statement or at the Effective Time will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form with the applicable requirements of the Securities Act. Notwithstanding the foregoing provisions of this Section 3.20foregoing, no neither the Parent nor Merger Sub makes any representation or warranty is made with respect to any information supplied by the Company with respect to information or statements made which is contained or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyCompany Disclosure Documents.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is or any other Company Party for inclusion or incorporation by reference in the registration statement on Form S-4 to be contained infiled with the SEC by Parent in connection with the Parent Stock Issuance (the “Form S-4”) will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, and at any time it is declared effective by the SEC amended or is first mailed to Company Stockholders, contain any untrue statement of any material fact supplemented 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 it (or any post-effective amendment or supplement) becomes effective under the circumstances under which they were madeSecurities Act, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by or on behalf of the Company or any other Company Party for inclusion or incorporation by reference in the Proxy Statement/Information Statement/Prospectus will, at the date it is first mailed to the Company Stockholders or Parent Stockholders, or at the time of the Company Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The Proxy Statement/Information Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.20foregoing, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were that was not supplied by or on behalf of the CompanyCompany or the other Company Parties.

Information Supplied. The information relating supplied or to be supplied by the Company and for inclusion in the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained in, or incorporated filed by reference in, Parent in connection with the Joint Proxy Statement and Share Issuance (the “Form S-4 (and any amendment or supplement theretoS-4”) will shall not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSEC, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that no representation or warranty is made by the Company with respect to information or statements made therein based on information supplied by Parent or incorporated its Representatives in writing expressly for inclusion therein. The information supplied or to be supplied by reference the Company for inclusion in the joint proxy statement/prospectus included in the Form S-4 (the “Joint Proxy Statement/Prospectus”) will not, at the time the Joint Proxy Statement Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Form S-4statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information or statements were not supplied by Parent or on behalf of the Companyits Representatives in writing expressly for inclusion therein.

Information Supplied. The (a) None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form F-4 to be contained in, or incorporated filed with the SEC by reference in, Parent in connection with the Joint Proxy Statement and issuance of Parent Ordinary Shares in the Merger (the "Form S-4 (and any amendment or supplement theretoF-4") will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time it becomes effective under the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading, or (ii) the proxy statement related to the meeting of the Company's stockholders to be held in connection with the Merger and the transactions contemplated by this Agreement (the "Proxy Statement") will, on the date it is first mailed to the Company's stockholders or at the time and in light of the circumstances under which they were madeCompany Stockholders Meeting (as defined below), not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20foregoing, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which F-4 relating to Parent or Merger Sub or based on information or statements were not supplied by Parent or on behalf Merger Sub for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the requirements of the CompanyExchange Act and the Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. The information relating None of the informa tion supplied or to the Company and the Company Subsidiaries be supplied by Entergy for inclusion or on behalf of the Company and which is to be contained in, or incorporated incorporation by reference in, the Joint Proxy Statement and in (i) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to FPL's shareholders or Entergy's shareholders or at the time and in light of the circumstances under which they were madeFPL Shareholders Meeting or the Entergy Shareholders Meeting, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Joint Proxy Statement will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Entergy with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of FPL for inclusion or incorporation by reference in the CompanyJoint Proxy Statement.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is to be contained in, Company OP for inclusion or incorporated incorporation by reference in, the Joint Proxy Statement and in (a) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the SEC or is first mailed to Company StockholdersSEC, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement will, at the date that it is first mailed to the Company’s stockholders or Parent’s stockholders, at the time of the Company Stockholder Meeting and Parent Stockholder Meeting, at the time the Form S-4 is declared -18- effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding The Joint Proxy Statement, at the foregoing provisions date such materials are first mailed to the Company’s stockholders or Parent’s stockholders and at the time of this Section 3.20the Company Stockholder Meeting and the Parent Stockholder Meeting, no will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the Company in this Section 3.06 with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by Parent or on behalf Parent OP or any of the Companytheir respective Representatives for inclusion or incorporation by reference therein.

Information Supplied. The information relating to the Company and the Company Subsidiaries supplied by or on behalf of Seller specifically for inclusion in the Company and which is to be contained in, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 Permit Application (and any amendment or supplement theretoas defined in Section 5.8) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or shall not at the time the Form S-4 (and any amendment or supplement thereto), such Permit Application is filed with the SECDepartment of Corporations (as defined in Section 5.8), as applicable, at any time such Permit Application is declared effective amended or supplemented, and at the time such Permit Application is approved by the SEC or is first mailed to Company StockholdersDepartment of Corporations, 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 thereintherein not misleading. The information supplied by Seller specifically for inclusion in the Proxy Materials (as defined in Section 5.8) to be sent to the Seller Stockholders shall not, on the date the Proxy Materials is first mailed to the Seller Stockholders and 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 (i) will comply in all material respects as to form with the requirements meeting of the Exchange Act and Seller Stockholders held to vote on the rules and regulations promulgated thereunder and (ii) will not approval the transactions contemplated by this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the light solicitation of proxies or consents for the approval of the circumstances under transactions contemplated by this Agreement which they are made, not has become false or misleading. Notwithstanding the foregoing provisions of this Section 3.20foregoing, Seller makes no representation or warranty is made by the Company with respect to any information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by Parent or on behalf Buyer which is contained in any of the Companyforegoing documents.

Information Supplied. The None of the information relating supplied or to be supplied by Parent, the Company and or any of their respective Affiliates, directors, officers, employees, agents or Representatives expressly for inclusion or incorporation by reference in the Company Subsidiaries supplied by Proxy Statement or on behalf any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the Company and which is to be contained in, time such documents (or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment thereof or supplement thereto) will not, on the date the Joint Proxy Statement is first are mailed to the holders of shares of Company Stockholders or Common Stock and at the time of the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders' Meeting, 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, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and All documents that Parent, Merger Sub or the Form S-4 (i) Company are responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects as to form with the applicable requirements of the Securities Act, the Exchange Act and the rules any other applicable Laws and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and specifically for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied registration statement on Form S-4 to be filed with the SEC by or on behalf Parent in connection with the issuance of the Company and which is to be contained inParent Common Stock in the Merger, or incorporated by reference inany of the amendments or supplements thereto (collectively, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not"Registration Statement"), on the date the Joint Proxy Statement is first mailed to Company Stockholders or will, at the time the Form S-4 (and any amendment or supplement thereto), Registration Statement is filed with the SEC, at any time it is declared amended or supplemented and at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading, or (ii) the proxy statement for use relating to obtaining approval of the stockholders of the Company of the Merger (the "Proxy Statement") will, at the time and in light the Proxy Statement is first mailed to the Company's stockholders or at the time of the circumstances under which they were mademeeting of Company's stockholders to approve the Merger, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by Parent in writing specifically for inclusion or on behalf of the Companyincorporation by reference therein.

Information Supplied. The (i) None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by CNET for inclusion or on behalf of the Company and which is to be contained in, or incorporated incorporation by reference in, the Joint Proxy Statement and in (A) the Form S-4 (and any amendment or supplement theretoas defined in Section 5.1) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 made, not false or misleading. The misleading and (B) the Joint Proxy Statement and Statement/Prospectus (as defined in Section 5.1) will, on the Form S-4 (i) will comply in all material respects as date it is first mailed to form with Z-D stockholders or CNET stockholders or at the requirements time of the Exchange Act and Z-D Stockholders Meeting or the rules and regulations promulgated thereunder and CNET Stockholders Meeting (ii) will not each as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in The Form S-4 and the Joint Proxy Statement or Statement/Prospectus will comply as to form in all material respects with the Form S-4, which information or statements were not supplied by or on behalf requirements of the CompanyExchange Act and the Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and the Company Subsidiaries supplied by for inclusion or on behalf of the Company and which is to be contained in, or incorporated incorporation by reference inin (i) the Offer Documents, the Joint Proxy Schedule 14D-9 or the Information Statement and the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), such document is filed with the SEC, at any time it is declared effective by amended or supplemented or at the SEC or time it is first mailed published, sent or given to the Company Stockholders, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the proxy statement relating to the Company Stockholder Meeting (as amended, supplemented or modified from time to time, the “Proxy Statement”), as required, will, at the time the Proxy Statement is first mailed to the Company’s Stockholders or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions , except, with respect to each of this Section 3.20(i) and (ii), that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by Parent or on behalf of the CompanyMerger Sub for inclusion or incorporation by reference therein.

Information Supplied. The information relating to the Company and the Company Subsidiaries supplied by or on behalf None of the Company and which is to be contained in, information supplied in writing by Parent for inclusion or incorporated incorporation by reference inin (i) the Permit Application will, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), Permit Application is filed with the SECCommissioner and at the time the Fairness Hearing is held, is declared effective by contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the SEC statement therein not misleading, (ii) the Registration Statement will not, at the time the Registration Statement or is first mailed to Company Stockholdersany amendment supplement becomes effective, 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 statements therein not misleading, and (iii) the statements thereininformation provided to Stockholders in the Soliciting Materials will, at the time they are mailed to the Stockholders and at all times that stockholder consents are being solicited in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form connection with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not 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 the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. The None of the information relating supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the joint Rule 13e-3 Transaction Statement to be filed with the SEC in respect of the Merger (the “Schedule 13E-3”) (insofar as it relates to the Company and the Company Subsidiaries supplied by or on behalf of the Company and which is to be contained inCompany’s Subsidiaries) will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), such document is filed with the SEC, at any time it is declared effective by amended or supplemented or at the SEC or time it is first mailed published, sent or given to Company Stockholdersthe 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 the time and in light of the circumstances under which they were are made, not false misleading, or misleading. The Joint (b) the Proxy Statement (insofar as it relates to the Company and the Form S-4 Company’s Subsidiaries) will, at the date it (ior any amendment or supplement thereto) will comply in all material respects as is first published, sent or given to form with the requirements shareholders of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not 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. Notwithstanding The Schedule 13E-3 and the foregoing provisions of this Section 3.20Proxy Statement will comply in all material respects with the Securities Laws, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by Parent, Alkaloida, or on behalf of the CompanyMerger Sub for inclusion or incorporation by reference therein.

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

Information Supplied. The None of (i) the documents required to be filed by Parent or Merger Sub with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders after the Agreement Date in connection with the transactions contemplated by this Agreement, including the Schedule TO or the Offer Documents, at the date each is filed with the SEC, at the date it is distributed or otherwise disseminated to Company stockholders and at the time of the consummation of the Offer (other than as to information relating to supplied in writing by the Company and its Subsidiaries expressly for inclusion therein or based upon or incorporated by reference from the Company Subsidiaries SEC Reports, as to which no representation is made) or (ii) the information supplied or to be supplied by or on behalf of the Company and which is to be contained in, Parent or incorporated Merger Sub specifically for inclusion or incorporation by reference in, in the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on if applicable, or the Schedule 14D-9 will, at the date it is filed with the Joint Proxy Statement is first mailed to Company Stockholders SEC (in the case of the Schedule 14D-9 or at the time the Form S-4 (and any amendment or supplement thereto), is filed with ) or on the SEC, is declared effective by the SEC or date it is first mailed to Company Stockholders, 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 stockholders of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and Company (in the Form S-4 (i) will comply in all material respects as to form with the requirements case of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not Proxy Statement), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time it becomes effective under the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not 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 Company and at the times of the meeting or meetings of stockholders of the Company to be held in connection with the Merger (the "Stockholders Meeting"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, therein not misleading. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in Exchange Act and the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Companyrules and regulations thereunder.

Information Supplied. The information relating to the Company and the Company Subsidiaries supplied by or on behalf None of the Company and which is to be contained in, information (a) included or incorporated by reference in, the Joint Proxy Statement and in the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and S-4, or any amendment or supplement thereto)to it, is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders, 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 it becomes effective under the circumstances under which they were madeSecurities Act, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (b) supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date it, or any amendment or supplement to it, is mailed to the Company Shareholders or at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, ; provided that no representation or warranty is made by Parent in this Section 4.11 regarding such portions thereof that relate expressly to the Company with respect or any of its Subsidiaries, or to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of the CompanyCompany or any of its Subsidiaries for inclusion or incorporation by reference therein. The Form S-4 will comply as to form in all material respects with the requirements of the Exchange Act and other applicable Law.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of Parent, any of its Subsidiaries or the Company and which is to be contained in, Parent External Adviser expressly for inclusion or incorporated incorporation by reference in, the Joint Proxy Statement and in (a) the Form S-4 (and any amendment or supplement thereto) will notN-14 will, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), N-14 is filed with the SEC, is declared effective by the SEC or at any time it is first mailed to Company Stockholders, contain any untrue statement of any material fact amended or omit to state any material fact required to be stated therein supplemented or necessary in order to make the statements therein, at the time and in light of it becomes effective under the circumstances under which they were madeSecurities Act, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding , and (b) the foregoing provisions Proxy Statement will, at the date it or any amendment or supplement is mailed to stockholders of this Section 3.20the Company and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent, Acquisition Sub or Acquisition Sub 2 regarding such portions thereof that relate expressly to the Company with respect or any of its Subsidiaries, or to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of the CompanyCompany for inclusion or incorporation by reference therein).

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "FORM S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with becomes effective under the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not the Proxy Statement will, at the date it is first mailed to the Company's shareholders and Parent's shareholders or at the time of the Company Shareholders Meeting or the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to information or statements made contained or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not therein supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the CompanyProxy Statement.

Information Supplied. The written information relating supplied or to be supplied by the Company and specifically for inclusion or incorporation in the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is to be contained in, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and or any amendment or supplement theretothereto pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (the "Registration Statement") will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or shall not at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, Registration Statement is declared effective by the SEC or is first mailed to Company Stockholders, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation The written information supplied or warranty is made to be supplied by the Company with respect to information or statements made or incorporated by reference specifically for inclusion in the Joint proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be included in the Registration Statement and to be sent to the stockholders of the Company in connection with the Company stockholders meeting to adopt this Agreement and the Merger (the "Company Stockholders Meeting") shall not, on the date the Proxy Statement or is first mailed to the Form S-4, which information or statements were not supplied by or on behalf stockholders of the CompanyCompany or at the time of the Company Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement will, at the time of the Company Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act.

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

Information Supplied. (a) The information relating to the Company and Parent each agrees, as to itself and its Subsidiaries, that none of the Company Subsidiaries information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (including the joint proxy statement and prospectus (the "Prospectus/Proxy ---------------- Statement") constituting a part thereof) (the "S-4 Registration Statement") --------- -------------------------- will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with Registration Statement becomes effective under the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 made, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder , and (ii) will not the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders of Company and Parent and at the times of the meetings of shareholders of the Company and Parent to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. The information relating to the Company Parent and the Company Subsidiaries supplied by or on behalf of the Company and which is Parent Merger Subs to be contained in, or incorporated by reference in, the Joint Proxy Statement and (a) the Form S-4 will not, 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 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 and (and b) the Proxy Statement (or any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to the Company Stockholders or at the time the Form S-4 Proxy Statement (and or any amendment or supplement thereto), ) is filed with the SEC, is declared effective by the SEC or is first mailed to on the date of the Company Stockholders’ 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.205.11, no representation or warranty is made by the Company Parent, Merger Sub 2 or Merger Sub 3 with respect to information or statements made or incorporated by reference in the Joint Form S-4 or the Proxy Statement or the Form S-4, which based upon information or statements were not supplied by or on behalf of the Company, Holdco or Merger Sub 1.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is to be contained in, Parent or incorporated Sub specifically for inclusion or incorporation by reference in, the Joint Proxy Statement and in (i) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented and at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 misleading. The (ii) the Joint Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and the Form S-4 (i) will comply in all material respects as to form with stockholders of Parent and at the requirements time of the Exchange Act Company Stockholders’ Meeting and the rules and regulations promulgated thereunder and (ii) will not 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 the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that no representation or warranty is made by the Company Parent or Sub with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of the Company. The Form S-4 and the Joint Proxy Statement will, with respect to information regarding Parent, comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act, respectively.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with becomes effective under the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 made, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder , and (ii) will not 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 and at the times of the meeting of 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, in the light of the circumstances under which they are made, not misleading. Notwithstanding If at any time prior to the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company Effective Time any event with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company., its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of,

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

Information Supplied. The information relating to the Company and the Company Subsidiaries supplied by or on behalf None of the Company and which is to be contained in, information included or incorporated by reference in, in the Joint Company Proxy Statement and or the Form S-4 Company Registration Statement will, (and any amendment or supplement theretoi) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), it is filed with the SEC, (ii) at any time it is declared effective by amended or supplemented, (iii) in the SEC case of the Company Proxy Statement or is first mailed to Company Stockholders, contain any untrue statement of any material fact amendments thereto or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinsupplements thereof, at the time and in light the Company Proxy statement or such amendments or supplements are first mailed to the Company’s stockholders or at the time of the circumstances under which they were madeCompany Stockholders Meeting, not false or misleading. The Joint Proxy Statement and (iv) in the Form S-4 (i) will comply in all material respects as to form with the requirements case of the Exchange Act and Company Registration Statement, at the rules and regulations promulgated thereunder and (ii) will not time it becomes effective, in each case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information supplied by any SibCo or any Merger Co in connection with the Joint preparation of the Company Proxy Statement or the Form S-4, which information Company Registration Statement for inclusion or statements were not supplied incorporation by or on behalf reference therein. The Company Proxy Statement will comply as to form in all material respects with the requirements of the CompanyExchange Act, and the Company Registration Statement will comply as to form in all material respects with the requirements of the Securities Act.

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

Information Supplied. The None of the information relating supplied or to be supplied by the Company and specifically for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied registration statement on Form S-4 to be filed with the SEC by or on behalf Parent in connection with the issuance of the Company and which is to be contained inParent Common Stock in the Merger, or incorporated by reference inany of the amendments or supplements thereto (collectively, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not“Registration Statement”), on the date the Joint Proxy Statement is first mailed to Company Stockholders or will, at the time the Form S-4 (and any amendment or supplement thereto), Registration Statement is filed with the SEC, at any time it is declared amended or supplemented and at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading, or (ii) the proxy statement for use relating to obtaining approval of the stockholders of the Company of the Merger (the “Proxy Statement”) will, at the time and in light the Proxy Statement is first mailed to the Company’s stockholders or at the time of the circumstances under which they were mademeeting of Company’s stockholders to approve the Merger, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by Parent in writing specifically for inclusion or on behalf of the Companyincorporation by reference therein.

Information Supplied. The information relating to the Company and the Company Subsidiaries supplied by or on behalf None of the Company and which is information provided or to be contained in, provided by Buyer or incorporated Acquisition Sub for inclusion or incorporation by reference in, the Joint Proxy Statement and in the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading. None of the information provided or to be provided by Buyer or Acquisition Sub for inclusion or incorporation by reference in the SEC Filings will, at the date it is first mailed to the Company’s shareholders or at the time and in light of the circumstances under which they were madeCompany Shareholders Meeting or at the time of any amendments thereof or supplements thereto, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.203.2(h), no representation or warranty is made by the Company Buyer or Acquisition Sub with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyCompany or any Affiliate of the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus.

Information Supplied. The None of the information relating supplied or to be supplied by the Parent for inclusion or incorporation by reference in any Company Disclosure Document, at the time filed (as amended or supplemented), at the time provided to the Company and the Company Subsidiaries supplied by Company’s shareholders or on behalf of the Company and which is to be contained in, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement theretoif applicable) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders creditors or at the time of the Form S-4 Company General Meeting or (and if applicable) any amendment or supplement thereto), is filed meeting of the Company’s creditors in connection with the SECTransactions, is declared effective by the SEC or is first mailed to Company Stockholders, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in order light of the circumstances under which they were made not misleading. To the extent applicable, none of the information supplied by the Parent or Merger Sub for inclusion or incorporation by reference in any Registration Statement, at the time filed (as amended or supplemented), at the effective time of the Registration Statement or at the Effective Time will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form with the applicable requirements of the Securities Act. Notwithstanding the foregoing provisions of this Section 3.20foregoing, no neither the Parent nor Merger Sub makes any representation or warranty is made with respect to any information supplied by the Company with respect to information or statements made which is contained or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyCompany Disclosure Documents.

Information Supplied. The information relating to the Company and the Company Subsidiaries supplied by or on behalf None of the Company and which is information supplied or to be contained in, supplied in writing by Parent or incorporated Merger Sub for inclusion or incorporation by reference inin (i) the Offer Documents or the Schedule 14D-9 will, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), such document is filed with the SEC, at any time it is declared effective by amended or supplemented or at the SEC or time it is first mailed published, sent or given to Company Stockholdersthe Company’s stockholders, 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 misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not if applicable, the Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a 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 Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.20foregoing, no representation or warranty is made by the Company Parent or Merger Sub with respect to information or statements made or incorporated by reference in any of the Joint Proxy Statement or the Form S-4, which foregoing documents based on information or statements were not supplied by the Company for inclusion or on behalf of the Companyincorporation by reference therein.

Information Supplied. The written information relating supplied or to be supplied by the Company and specifically for inclusion or incorporation in the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is to be contained in, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and or any amendment or supplement theretothereto pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or shall not at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, Registration Statement is declared effective by the SEC or is first mailed to Company Stockholders, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation The written information supplied or warranty is made to be supplied by the Company with respect to information or statements made or incorporated by reference specifically for inclusion in the Joint proxy statement/prospectus or any amendment or supplement thereto (the “Proxy Statement”) to be included in the Registration Statement and to be sent to the stockholders of the Company in connection with the Company stockholders meeting to adopt this Agreement and the Merger (the “Company Stockholders Meeting”) shall not, on the date the Proxy Statement or is first mailed to the Form S-4, which information or statements were not supplied by or on behalf stockholders of the CompanyCompany or at the time of the Company Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement will, at the time of the Company Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act.

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

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

Information Supplied. The information relating Subject to the Company accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.11, neither the Company Subsidiaries Schedule 14D-9 nor any information supplied (or to be supplied) in writing by or on behalf of the Company and which is to be contained inspecifically for inclusion or incorporation by reference in the Offer Documents will, at the respective times the Schedule 14D-9, the Offer Documents, or incorporated by reference inany amendments or supplements thereto, are filed with the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders SEC or at the time they are first published, sent or given to the Form S-4 (and any amendment or supplement thereto)Company Shareholders, is filed with as the SEC, is declared effective by the SEC or is first mailed to Company Stockholderscase 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 made therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement and the Form S-4 (iif any) will comply in all material respects as not, on the date it is first mailed to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not Company Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding misleading and will not, at the foregoing provisions time of this Section 3.20the Company Shareholders Meeting (if such a meeting is held), no representation or warranty is made by omit to state any material fact necessary to correct any statement in any earlier communication from the Company with respect to information the solicitation of proxies for the Company Shareholders Meeting which shall have become false or statements made or incorporated by reference misleading in the Joint any material respect. The Proxy Statement (if any) and the Schedule 14D-9 will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or the Form S-4, which warranty with respect to information or statements were not supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the Companyforegoing documents.

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

Information Supplied. The None of the information relating to the Company and the Company Subsidiaries supplied contained in the Proxy Statement or that is provided by Company and the Company Subsidiaries in writing for inclusion or on behalf incorporation by reference in any other document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Company and which is to be contained inProxy Statement, or incorporated by reference in, at the Joint Proxy Statement and time of the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders mailing thereof or at the time the Form S-4 (and any amendment or supplement thereto), Company Stockholder Meeting is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders, 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 thereinheld, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) with respect to any other document to be filed by Company with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding The Proxy Statement will (with respect to Company, its officers and directors and the foregoing provisions Company Subsidiaries) comply in all material respects with the applicable requirements of this Section 3.20, the Securities Act and the Exchange Act; provided that no representation or warranty is made by the Company hereunder with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyParent.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by Parent or on behalf of the Company and which is to be contained in, Sub for inclusion or incorporated incorporation by reference in, the Joint Proxy Statement and in (i) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities Act, contain any untrue statement of any a 39 material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, or (ii) the Proxy Statement will, at the date the Proxy Statement is first mailed to the Company's shareholders or Parent's stockholders or at the time and in light of the circumstances under which they were madeShareholders Meeting or the Parent's Stockholders Meeting, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Form S-4 and the foregoing provisions Proxy Statement will comply as to form in all material respects with the requirements of this Section 3.20the Securities Act and the Exchange Act, as applicable, and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company Parent or Sub with respect to information or statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in the Joint Proxy Statement Form S-4 or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyProxy Statement.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is to be contained in, any Acquiror Party in writing specifically for inclusion or incorporated incorporation by reference inin (i) the Registration Statement will, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), Registration Statement is filed with the SEC, at any time it is declared amended or supplemented or at the time it (or any post-effective by amendment or supplement) becomes effective under the SEC or is first mailed to Company Stockholders, 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 thereintherein not misleading, or (ii) the Proxy Statement will, at the time and in light it is first mailed to the Acquiror Stockholders, at the time it is supplemented or at the time of the circumstances under which they were madeSpecial Meeting, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding anything to the foregoing provisions of this Section 3.20contrary herein, no Acquiror Party makes any representation or warranty is made by the Company (including under Section 6.08, this Section 6.16 or otherwise) with respect to information or statements made or incorporated by reference in the Joint Proxy Statement/Registration Statement or to the Form S-4, which extent such statements are based on information or statements were not supplied by or on behalf of the CompanyCompany in writing specifically for inclusion or incorporation by reference therein.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is to be contained in, Parent or incorporated Acquisition Sub or any of their Subsidiaries expressly for inclusion or incorporation by reference inin the Schedule 14D-9 will, at the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), such document is filed with the SEC, at any time such document is declared effective by amended or supplemented or at the SEC or time such document is first mailed published, sent or given to the Company Stockholders, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding Each Offer Document will not, at the foregoing provisions time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is first published, sent or given to the Company Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The representations and warranties contained in this Section 3.205.6 will not apply to statements included in, no representation or warranty is made by omissions from, the Company with respect Offer Documents based upon information furnished to information Parent or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied Acquisition Sub by or on behalf of the Company.Company or any Affiliate of the Company or known to the Company but not known to Parent or Acquisition Sub. 5.7

Information Supplied. The None of the information relating supplied or to be supplied by the Company and the Company Subsidiaries supplied by specifically for inclusion or on behalf of the Company and which is to be contained in, or incorporated incorporation by reference in, the Joint Proxy Statement and in (i) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not false or misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time and in light of the circumstances under which they were madeCompany Stockholders Meeting or the Parent Stockholders Meeting, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or Parent Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing provisions of this Section 3.20sentence, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on or derived from information supplied by Parent specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement. The information supplied by the Company for inclusion in the Form S-4 and the Joint Proxy Statement or will comply as to form in all material respects with the Form S-4, which information or statements were not supplied by or on behalf requirements of the CompanySecurities Act, the Exchange Act and the rules and regulations thereunder.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of Parent for inclusion in (i) the Company and which is to be contained inRegistration Statement will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), Registration Statement is filed with the SEC, and at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading, 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 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not the Joint Proxy Statement will, at the date the Joint Proxy Statement is first mailed to the Company's and Parent's shareholders and at the time of the Company Shareholders Meeting and Parent's Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Joint Proxy Statement, as it relates to the foregoing provisions Parent Shareholders Meeting, will comply as to form in all material respects with the applicable requirements of this Section 3.20the Exchange Act, and the rules and regulations thereunder, except that no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by the Company for inclusion or on behalf of the Companyincorporation by reference therein.

Information Supplied. The None of the information relating supplied or to be supplied by Parent, the Company and or any of their respective Affiliates, directors, officers, employees, agents or Representatives expressly for inclusion or incorporation by reference in the Company Subsidiaries supplied by Proxy Statement or on behalf any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the Company and which is to be contained in, time such documents (or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment thereof or supplement thereto) will not, on the date the Joint Proxy Statement is first are mailed to the holders of shares of Company Stockholders or Common Stock and at the time of the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders’ Meeting, 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, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and All documents that Parent, Merger Sub or the Form S-4 (i) Company are responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects as to form with the applicable requirements of the Securities Act, the Exchange Act and the rules any other applicable Laws and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared SEC and at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 made, therein not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder misleading and (ii) will not 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 Company and at the time of the meeting of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they are made, made not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint The Proxy Statement or insofar as it relates to the Form S-4, which information or statements were not supplied by or on behalf meeting of the Company's stockholders to vote on the Merger will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. SECTION 2.6.

Information Supplied. The None of the information relating supplied or to be supplied by Parent, the Company and or any of their respective Affiliates, directors, officers, employees, agents or Representatives expressly for inclusion or incorporation by reference in the Company Subsidiaries supplied by Proxy Statement or on behalf any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the Company and which is to be contained in, time such documents (or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment thereof or supplement thereto) will not, on the date the Joint Proxy Statement is first are mailed to the holders of shares of Company Stockholders or Common Stock and at the time of the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders’ Meeting, 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, at the time and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and All documents that Parent, Merger Sub or the Form S-4 (i) Company are responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects as to form with the applicable requirements of the Securities Act, the Exchange Act and the rules any other applicable Laws and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company.6.2.3

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the Share Issuance (the "Form S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's shareholders and Parent's shareholders or at the time and in light of the circumstances under which they were madeCompany Shareholders Meeting (as defined in Section 6.01) or the Parent Shareholders Meeting (as defined in Section 6.01), not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Joint Proxy Statement will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by 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 Form S-4, which information or statements were not supplied by or on behalf of the CompanyStatement.

Information Supplied. The information relating to the Company and the Company Subsidiaries supplied by or on behalf None of the Company and which is information provided or to be contained in, provided by such Company or incorporated any Subsidiary of such Company for inclusion or incorporation by reference in, the Joint Proxy Statement and in the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading. None of the information provided by such Company or any Subsidiary of such Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the date it is first mailed to such Company’s shareholders or at the time and in light of the circumstances under which they were madesuch Company’s Shareholder Meeting, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.203.1(q), no representation or warranty is made by the such Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement Form S-4 or the Form S-4, which information or statements Proxy Statement/Prospectus that were not supplied by or on behalf of the such Company.

Information Supplied. The None of the information relating supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the Form F-4, will (except to the Company and the Company Subsidiaries supplied extent revised or superseded by amendments or on behalf of the Company and which is to be contained insupplements), or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), F-4 is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders, 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 thereinwill, at the time and in light of it becomes effective under the circumstances under which they were madeSecurities Act, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement will (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the time 32 38 the Proxy Statement is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting (including any adjournments or postponements thereof), contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding The Form F-4 will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company 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 Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyF-4.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the Securities and Exchange Commission (the "SEC") by Parent in connection with the Transactions (the "Form S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities Act of 1933, as amended (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 thereintherein not misleading, or (ii) the proxy statement or consent solicitation statement to be filed by Parent with the SEC relating to the Parent Stockholder Approval (the "Proxy Statement") will, at the date it is first mailed to the Parent stockholders or at the time and in light of the circumstances under which they were madeParent Stockholders Meeting (as defined in Section 6.01), not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. The information relating supplied (or to be supplied) in writing by the Company and specifically for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained in, filed with the SEC by Purchaser in connection with the issuance of shares of Purchaser Class A Common Stock in the Merger (as amended or incorporated by reference insupplemented from time to time, the Joint Proxy Statement and the “Form S-4 (and any amendment or supplement theretoS-4”) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment amendments or supplement thereto), is supplements thereto are filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholdersat the time it becomes effective under the Securities Act, 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 in the time and in light of the circumstances under which they were are made, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder misleading and (ii) the Proxy Statement will not not, on the date it is first mailed to the Company Shareholders and at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20; provided, however, that no representation or warranty is made by the Company with respect to information in the Form S-4 or statements made the Proxy Statement supplied in writing by Parent, the Operating Company, Purchaser or incorporated Merger Sub or any of their directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf any of the Companyforegoing documents.

Information Supplied. The (i) None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by America Online for inclusion or on behalf of the Company and which is to be contained in, or incorporated incorporation by reference in, the Joint Proxy Statement and in (A) the Form S-4 (and any amendment or supplement theretoas defined in Section 6.1) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, ,at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 made, not false or misleading. The misleading and (B) the Joint Proxy Statement and Statement/Prospectus (as defined in Section 6.1) will, on the Form S-4 (i) will comply in all material respects as date it is first mailed to form with Time Warner stockholders or America Online stockholders or at the requirements time of the Exchange Act and Time Warner Stockholders Meeting or the rules and regulations promulgated thereunder and America Online Stockholders Meeting (ii) will not each as defined in Section 6.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in The Form S-4 and the Joint Proxy Statement or Statement/Prospectus will comply as to form in all material respects with the Form S-4, which information or statements were not supplied by or on behalf requirements of the CompanyExchange Act and the Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the Share Issuance (the “Form S-4”) will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company’s stockholders or Parent’s stockholders or at the time and in light of the circumstances under which they were madeCompany Stockholders Meeting or Parent Stockholders Meeting, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Joint Proxy Statement will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyStatement.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is to be contained in, Parent for inclusion or incorporated incorporation by reference in, the Joint Proxy Statement and in (i) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with becomes effective under the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company’s stockholders or at the time and in light of the circumstances under which they were madeCompany Stockholders’ Meeting, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.204.10, no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference in the Joint Form S-4 or the Proxy Statement or the Form S-4, which information or statements that were not supplied by or on behalf of the CompanyParent.

Information Supplied. The Registration Statement on Form S-4 to be filed by Parent to register the issuance of the Parent Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") (excluding any of the information relating to supplied in writing by the Company and the Company Subsidiaries supplied by specifically for inclusion or on behalf of the Company and which is to be contained in, or incorporated incorporation by reference intherein, as to which no representation or warranty is made) will not, at the Joint Proxy time the Registration Statement and the Form S-4 (and or any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholdersthereto becomes effective, 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 not misleading in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) the proxy statement included in the Registration Statement, as provided to Stockholders in the Soliciting Materials (excluding any of the information supplied in writing by the Company specifically for inclusion or incorporation by reference therein, as to which no representation or warranty is made) will not not, at the time the Soliciting Materials are mailed to the Stockholders and at all times that stockholder consents or votes are being solicited in connection with the Merger, including at any stockholder meeting held to obtain such consents or vote, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. The None of the information relating supplied -------------------- or to be supplied by the Company and specifically for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any -------- time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 made, not false misleading or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined below), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Exchange Act, except that no representation or warranty is made by the Company 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 Form S-4, which information or statements were not supplied by or on behalf of the CompanyStatement.

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

Information Supplied. The None of the information relating supplied or to be supplied by Parent or Sub specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement or (iv) the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the Company and Company's shareholders, or, in the Company Subsidiaries supplied by or on behalf case of the Company and which is to be contained inProxy Statement, or incorporated by reference in, at the Joint Proxy Statement and time the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders the Company's shareholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders, 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 madeShareholders Meeting, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meeting which has become false or misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that no representation or warranty is made by Parent or Sub in connection with any of the Company foregoing with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by the Company or on behalf any of its representatives specifically for inclusion or incorporation by reference therein. The Offer Documents will comply as to form in all material respects with the requirements of the Company.Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent or Sub in connection with any of the foregoing with respect to statements made or incorporated by reference therein based on

Information Supplied. The (i) None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by America Online for inclusion or on behalf of the Company and which is to be contained in, or incorporated incorporation by reference in, the Joint Proxy Statement and in (A) the Form S-4 (and any amendment or supplement theretoas defined in Section 6.1) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, at any time it is declared amended or supplemented or at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 made, not false or misleading. The misleading and (B) the Joint Proxy Statement and Statement/Prospectus (as defined in Section 6.1) will, on the Form S-4 (i) will comply in all material respects as date it is first mailed to form with Time Warner stockholders or America Online stockholders or at the requirements time of the Exchange Act and Time Warner Stockholders Meeting or the rules and regulations promulgated thereunder and America Online Stockholders Meeting (ii) will not each as defined in Section 6.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in The Form S-4 and the Joint Proxy Statement or Statement/Prospectus will comply as to form in all material respects with the Form S-4, which information or statements were not supplied by or on behalf requirements of the CompanyExchange Act and the Securities Act and the rules and regulations of the SEC thereunder.

Information Supplied. The information relating Subject to the Company accuracy of the representations and warranties of the Partnership and the Company Subsidiaries General Partner set forth in Section 4.9, none of the information supplied (or to be supplied) in writing by or on behalf of Parent, EQM LP or Merger Sub specifically for inclusion or incorporation by reference in (a) the Company and which is to be contained inRegistration Statement will, at the time the Registration Statement, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholders, 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 it becomes effective under the circumstances under which they were madeSecurities Act, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (b) the Joint Proxy Statement will, on the date it is first mailed to the Limited Partners and the Parent Shareholders and at the time of the Partnership Equityholder Meeting and the Parent Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact 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 and the Registration Statement will comply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act, as applicable. Notwithstanding the foregoing provisions foregoing, none of this Section 3.20Parent, no EQM LP or Merger Sub make any representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyPartnership or the General Partner for inclusion or incorporation by reference in any of the foregoing documents.

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

Information Supplied. The information relating Subject to the Company accuracy of the representations and warranties of the Company Subsidiaries set forth in Section 3.9, none of the information supplied (or to be supplied) in writing by or on behalf of the Company and which is to be contained in, Parent specifically for inclusion or incorporated incorporation by reference in, the Joint Proxy Statement and in (a) the Form S-4 (and any amendment or supplement thereto) will notwill, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and S-4, or any amendment amendments or supplement supplements thereto), is are filed with the SEC, is declared effective by the SEC or is first mailed to Company Stockholdersat the time it 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 made therein, at the time and in light of the circumstances under which they were are made, not false or misleading. The , and (b) the Joint Proxy Proxy/Information Statement will, on the date it is first mailed to stockholders of Parent and the Form S-4 (i) will comply in all material respects as to form with stockholders of Parent, and at the requirements time of the Exchange Act Parent Stockholders Meeting and the rules and regulations promulgated thereunder and (ii) will not 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 the light of the circumstances under which they are made, not misleading. The Joint Proxy/Information Statement (except for such portions thereof that relate only to the Company or any Subsidiary of the Company) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.20foregoing, Parent makes no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the CompanyCompany for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of Parent Common Stock in connection with the Merger (the "Form S-4") will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (becomes effective under the Securities Act and at the time of any amendment or supplement thereto), is filed with the SEC, is declared post-effective by the SEC or is first mailed to Company Stockholdersamendments, 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 thereintherein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's shareholders or Parent's stockholders or at the time and in light of the circumstances under which they were madeCompany Shareholders Meeting (as defined in Section 6.01) or the Parent Stockholders Meeting (as defined in Section 6.01), not false or misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by 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 Form S-4, which information or statements were not supplied by or on behalf of the CompanyStatement.

Information Supplied. The information relating None of the documents required to be filed by Parent or Merger Sub with the SEC or required to be distributed or otherwise disseminated by Parent or Merger Sub to the Company Company’s shareholders after the date of this Agreement in connection with the transactions contemplated by this Agreement, including the Schedule TO, the Offer to Purchase and any amendments or supplements thereto (collectively, the “Parent Disclosure Documents”), and information provided by Parent or Merger Sub to be included in the Company Subsidiaries supplied by or on behalf Proxy Statement, in the Schedule 14D-9 pursuant to Rule 14f-1 under Section 14(f) of the Company and which is to be contained inExchange Act, or incorporated by reference inin each case, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on at the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), it is filed with the SEC, at the date it is declared effective by distributed or otherwise disseminated to Company shareholders and at the SEC time of the consummation of the Offer or at the date it is first mailed to Company Stockholders, contain any untrue statement holders 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 shares of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and the Form S-4 (i) Common Stock will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding misleading (other than as to information supplied in writing by the foregoing provisions of this Section 3.20Company, as to which no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf made). Parent will cause each of the Parent Disclosure Documents to comply in all material respects with the requirements of the Exchange Act applicable thereto and any other applicable Law as of the date of such filing and, if applicable, at the time of distribution or other dissemination to the Company’s shareholders.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is to be contained in, for inclusion or incorporated incorporation by reference inin (i) the Registration Statement will, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), Registration Statement is filed with the SEC, at any time it is declared amended or supplemented, and at the time it becomes effective by under the SEC or is first mailed to Company StockholdersSecurities 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 misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not the Proxy Statement/Prospectus will, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and, subject to Section 5.15, the stockholders of Parent and at the time of the Company Stockholders Meeting and, subject to Section 5.15, 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 the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing provisions of this Section 3.20, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which therein based on information or statements were not supplied by or on behalf of Parent or Merger Sub. The information contained in the CompanyProxy Statement/Prospectus relating to the Company and the Company Stockholders Meeting will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. The None of the information relating supplied or to the Company and the Company Subsidiaries be supplied by or on behalf of the Company and which is specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the “Form S-4”) will, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with becomes effective under the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 misleading. The Joint Proxy Statement and the Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not the Proxy Statement will, at the date it is first mailed to the Company’s shareholders and Parent’s shareholders or at the time of the Company Shareholders Meeting or the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding The Proxy Statement will comply as to form in all material respects with the foregoing provisions requirements of this Section 3.20the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to information or statements made contained or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not therein supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the CompanyProxy Statement.

Information Supplied. The None of the information relating supplied or to be supplied by the Company and in writing for inclusion or incorporation by reference in (i) the Company Subsidiaries supplied by or registration statement on behalf of the Company and which is Form S-4 to be contained infiled with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Mergxx 0 00 (xxx "X-0") xxxl, or incorporated by reference in, the Joint Proxy Statement and the Form S-4 (and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time it becomes effective under the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, is declared effective by the SEC or is first mailed to Company StockholdersSecurities 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 thereintherein 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 time and in light date mailed to stockholders of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement Company and at the Form S-4 (i) will comply time of the meeting of stockholders of the Company to be held in all material respects as to form connection with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and (ii) will not Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they are made, made not misleading. The Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Merger will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.20foregoing, no representation or warranty is made by the Company makes no representation, warranty or covenant with respect to any information supplied or statements made or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not required to be supplied by Parent or on behalf Acquisition that is contained in or omitted from any of the Companyforegoing documents. Section 2.6.