Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. None Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the information relating to the Company Exchange Act and any other applicable Law; and the Company Subsidiaries contained in Offer Documents will not, at the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document respective times they are filed with the SEC in connection with or published, sent or given to the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and Notwithstanding the Proxy Statement/Prospectus will (with respect to the Companyforegoing, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is hereby made hereunder as by Parent or Sub with respect to statements made any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in, the Offer Documents. None of the information supplied or to be supplied by USX, Parent or Sub for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If any time prior to the Effective Time any event with respect to Parent or Sub, or with respect to any information supplied by USX, Parent or Sub for inclusion in the Form S-4 Schedule 14D-9 or the Proxy Statement/Prospectus that were not supplied by , shall occur which is required to be described in an amendment of, or on behalf of a supplement to, such document, Parent or Sub shall so describe the Company or any Company Subsidiariesevent to the Company.

Information Supplied. None of the information relating supplied or to be supplied by or on behalf of the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement Proxy Statement will (a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the mailing thereof Company Shareholder Meeting, or at the time that the Company Shareholder Meeting Form S-4 is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECdeclared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and All documents that the Proxy Statement/Prospectus will (Company is responsible for filing with respect the SEC in connection with the transactions contemplated herein, to the Company, its officers and trustees and extent relating to the Company Subsidiaries) or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable requirements of Law as to the Securities Act and the Exchange Act; provided, that no information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not Statement to the extent based upon information supplied to the Company by or on behalf of the Company or any Company SubsidiariesPark Parties.

Information Supplied. None of the The information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the registration statement on Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) issuance of the Parent Class A Ordinary Shares in the case of Merger (the “Form S-4”) shall not, at the time it becomes the Form S-4 is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing expressly for inclusion therein. The information supplied or to be supplied by the Company for inclusion in the proxy statement relating to the Company Shareholder Meeting and Parent Shareholder Meeting included in the Form S-4 (the “Proxy Statement/Prospectus”) will not, at the time the Proxy Statement/Prospectus is first mailed to the Company Shareholders and at the time of each Shareholder Meeting to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus will (solely with respect to the Company, its officers and trustees and portion thereof relating to the Company SubsidiariesShareholder Meeting but excluding any portion thereof based on information supplied by Parent or Merger Sub in writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in Act and the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations promulgated thereunder.

Information Supplied. (a) None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries be supplied in writing by or on behalf of TRMT or any TRMT Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it becomes effective under such document is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusSEC, at the any time of the mailing thereof such document is amended or supplemented or at the time the Company Shareholder Meeting such document is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed declared effective by the Company with the SEC in connection with the Mergers 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 not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the holders of TRMT Common Shares and the holders of the RMRM Common Shares, at the time of the TRMT Shareholder Meeting and the RMRM Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading. The Form S-4 All documents that TRMT is responsible for filing with the SEC in connection with this Agreement, the Merger and the Proxy Statement/Prospectus will (with respect other Transactions, to the Companyextent relating to TRMT or any TRMT Subsidiary or other information supplied by or on behalf of TRMT or any TRMT Subsidiary for inclusion therein, its officers and trustees and the Company Subsidiaries) will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable requirements Law as to the information required to be contained therein. (b) Notwithstanding anything to the contrary in this Section 4.12, and for the avoidance of the Securities Act and the Exchange Act; provideddoubt, that TRMT makes no representation or warranty is made hereunder as with respect to statements made or incorporated by reference incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement/Prospectus Statement to the extent that were not such statements or omissions are based upon information supplied to TRMT by or on behalf of the Company or any Company SubsidiariesRMRM.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Camco for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any other document to be filed with the SEC in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Schlumberger Common Stock in the case of Merger (the Form "S-4") will, at the time the S-4 is filed with the SEC or when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by Camco and included or incorporated by reference in the case Proxy Statement will, at the date mailed to stockholders of the Proxy Statement/Prospectus, Camco or at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement meeting of a material fact or omit to state any material fact required such stockholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to Camco or any of its Subsidiaries, or with respect to other information supplied by Camco for inclusion in the CompanyProxy Statement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Camco. The Proxy Statement, insofar as it relates to Camco or its officers and trustees and the Company Subsidiaries) Subsidiaries or other information supplied by Camco for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; providedrules and regulations thereunder, except that no representation representations or warranty is warranties are made hereunder as by Camco with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not therein based on information supplied by or on behalf any member of the Company or any Company SubsidiariesSTC Affiliated Group.

Information Supplied. None of the The information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries Linn Parties in writing expressly for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4shall not, at the time it becomes the Form S-4 is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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, except that no representation or warranty is made by the Linn Parties with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The information supplied or to be supplied by the Linn Parties in writing expressly for inclusion in the Joint Proxy Statement/Prospectus shall not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and shareholders of LinnCo or the members of Linn, and at the time of any meeting of Company stockholders, LinnCo shareholders or Linn members to be held in connection with the Mergers and the Contribution and Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Linn Parties with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The Form S-4 and the Joint Proxy Statement/Prospectus will (solely with respect to the Companyportion thereof based on information supplied or to be supplied by a Linn Party in writing expressly for inclusion therein, its officers and trustees and but excluding any portion thereof based on information supplied by the Company Subsidiariesin writing expressly for inclusion therein, with respect to which no representation or warranty is made by either Linn Party) will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. None of the information relating supplied or to be supplied by or on behalf of the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the registration statement on Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) in the case registration of the Holdco Stock Issuance, issuance of the Replacement Warrants and the shares of Holdco Common Stock underlying the Replacement Warrants (the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading. None of the circumstances under which they are made, not misleading, (b) information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the case of joint proxy statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Mergers and the other transactions contemplated by this Agreement and to the Parent’s stockholders in connection with the Holdco Stock Issuance and the Holdco Charter Amendment (including any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) will, at the date it is first mailed to the Company’s and Parent’s stockholders or at the time of the mailing thereof Company Stockholders Meeting or Parent Stockholders Meeting or at the time the Company Shareholder Meeting is heldof any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 and Notwithstanding the Proxy Statement/Prospectus will (with respect to the Companyforegoing, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus therein based on information that were was not supplied by or on behalf of the Company or any Company SubsidiariesCompany.

Information Supplied. None of the The information relating to the Company and the Company its Subsidiaries to be contained in the joint proxy statement in preliminary and definitive form relating to the Company Special Meeting and the Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Shares issuable in the Merger (together with any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to which the offer and sale of Parent Shares in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or that supplements thereto, the “Form S-4”) will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is provided by first mailed to the shareholders of the Company and Parent or at the Company Subsidiaries in writing for inclusion or incorporation by reference in time the Form S-4 (and any amendment or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (asupplement thereto) in the case of the Form S-4, is declared effective or at the time it becomes effective under of the Securities ActCompany Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof false or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect other than the portions thereof relating solely to the Company, its officers and trustees and meeting of the Company Subsidiariesshareholders of Parent) will comply as to form in all material respects as to form with the applicable requirements of the Securities Exchange Act and the Exchange Act; providedrules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, that no representation or warranty is made hereunder as by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus that or the Form S-4 which were not supplied by or on behalf of the Company or any Company SubsidiariesCompany.

Information Supplied. None of the information relating provided (or to be provided) in writing by or on behalf of the Company and the Company or its Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any other document to be filed with the SEC by Sodium in connection with the transactions contemplated by this Agreement issuance of Sodium Shares as Equity Consideration (which will include the Proxy Statement/Prospectus) (athe “Registration Statement”) in the case of the Form S-4will, at the time it the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Proxy Statement/Prospectus will, on the date it is first mailed to the Company’s stockholders and at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will and the Registration Statement (solely with respect to the Company, its officers and trustees and portion thereof based on information supplied by the Company or its Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by Sodium, Sodium US, Merger Sub or their Affiliates for inclusion or incorporation by reference therein, with respect to which no representation is made by the Company or any of its Subsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided. Notwithstanding the foregoing provisions of this Section 3.14, that no representation or warranty is made hereunder as by the Company with respect to information or statements made or incorporated by reference in the Form S-4 Registration Statement or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company or any Company SubsidiariesCompany.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided supplied by the Company and the Company Subsidiaries in writing IRT for inclusion or (to the extent permitted by applicable rules of the SEC) incorporation by reference in (i) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4shall, at the time it becomes the Form S-4 is declared effective by the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of not misleading and (ii) the circumstances under which they are made, not misleading, (b) in the case of the Joint Proxy Statement/ProspectusStatement shall, at the time date first mailed to holders of IRT Common Stock through and including the date of the mailing thereof or at the time the Company Shareholder Meeting is heldIRT Shareholders' Meeting, contain any untrue statement of a material fact about IRT or omit to state any material fact about IRT 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 (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to IRT or any of its affiliates or Subsidiaries occurs which is required to be described in any amendment of or supplement to the CompanyForm S-4 or the Joint Proxy Statement, its officers such event promptly shall be so described and trustees such amendment or supplement promptly shall be filed with the SEC and, as required by applicable law (including applicable rules and regulations of the Company Subsidiaries) SEC and New York Stock Exchange), delivered to the holders of IRT Common Stock. The Joint Proxy Statement shall, on the date first mailed to holders of IRT Common Stock through and including the date of the IRT Shareholders' Meeting, comply as to form in all material respects with the all applicable requirements of rules and regulations under the Securities Act and the Exchange Act; provided. All applications, filing and documents that no representation IRT or warranty any of its Subsidiaries or any of their affiliates is made hereunder responsible for filing with any Governmental Entity in connection with this Agreement or the transaction contemplated hereby shall comply as to statements made or incorporated by reference form in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesall material respects with all applicable laws and regulations.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries be supplied in writing by or on behalf of Nova I or any Nova I Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it becomes effective under such document is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusSEC, at the any time of the mailing thereof such document is amended or supplemented or at the time the Company Shareholder Meeting such document is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed declared effective by the Company with the SEC in connection with the Mergers 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 not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the common stockholders of Nova I, at the time of the Nova I Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Nova I Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading. The Form S-4 and All documents that Nova I or any Nova I Subsidiary is responsible for filing with the Proxy Statement/Prospectus will (SEC in connection with respect the Mergers, to the Companyextent relating to Nova I or any Nova I Subsidiary or other information supplied by or on behalf of Nova I or any Nova I Subsidiary for inclusion therein, its officers and trustees and the Company Subsidiaries) will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.01(v) will not apply to statements made or incorporated by reference omissions included in the Form S-4 or the Proxy Statement/Prospectus that were not Statement to the extent based upon information supplied to Nova I by or on behalf of the Company or any Company SubsidiariesOther Parties.

Information Supplied. None of the information relating supplied or to the Company be supplied by or on behalf of Parent, Parent OP, OP Merger Sub and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing IRT LP LLC for inclusion or incorporation by reference in (a) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it becomes effective under such document is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusSEC, at the any time of the mailing thereof such document is amended or supplemented or at the time such document is declared effective by the Company Shareholder Meeting is heldSEC, contain any untrue statement of a material fact or omit to state any 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 (cb) with respect the Joint Proxy Statement will, at the date that it is first mailed to any other document to be filed by the Company with the SEC in connection with the Mergers Company’s stockholders or the other transactions contemplated by this AgreementParent’s stockholders, at the time of its filing with the SECCompany Stockholder Meeting or 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. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect , at the date such materials are first mailed to the Company, its officers ’s stockholders or Parent’s stockholders and trustees at the time of the Company Stockholder Meeting and the Company Subsidiaries) Parent Stockholder Meeting, will comply as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act; provided, that no rules and regulations thereunder. No representation or warranty is made hereunder as by Parent, Parent OP, OP Merger Sub and IRT LP LLC in this Section 4.06 with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not therein based on information supplied by or on behalf of the Company, the Company OP, or any Company Subsidiariesof their respective Representatives for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information relating supplied or to be supplied in writing by or on behalf of the Company and the or any Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it becomes effective under such document is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusSEC, at the any time of the mailing thereof such document is amended or supplemented or at the time the Company Shareholder Meeting such document is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed declared effective by the Company with the SEC in connection with the Mergers 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 not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the holders of the Company Common Shares and the holders of the Parent Common Shares, at the time of the Company Shareholder Meeting and the Parent Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading. The Form S-4 All documents that the Company is responsible for filing with the SEC in connection with this Agreement, the Merger and the Proxy Statement/Prospectus will (with respect other transactions contemplated hereby, to the Company, its officers and trustees and extent relating to the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made any Company Subsidiary or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not other information supplied by or on behalf of the Company or any Company SubsidiariesSubsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable. (b) Notwithstanding anything to the contrary in this Section 4.12, the Company makes no representation or warranty with respect to statements made or incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based upon information supplied to the Company by or on behalf of Parent.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries be supplied in writing by or on behalf of Nova II or any Nova II Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it becomes effective under such document is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusSEC, at the any time of the mailing thereof such document is amended or supplemented or at the time the Company Shareholder Meeting such document is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed declared effective by the Company with the SEC in connection with the Mergers 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 not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the common stockholders of Nova II, at the time of the Nova II Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Nova II Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading. The Form S-4 and All documents that Nova II or any Nova II Subsidiary is responsible for filing with the Proxy Statement/Prospectus will (SEC in connection with respect the Mergers, to the Companyextent relating to Nova II or any Nova II Subsidiary or other information supplied by or on behalf of Nova II or any Nova II Subsidiary for inclusion therein, its officers and trustees and the Company Subsidiaries) will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.02(v) will not apply to statements made or incorporated by reference omissions included in the Form S-4 or the Proxy Statement/Prospectus that were not Statement to the extent based upon information supplied to Nova II by or on behalf of the Company or any Company SubsidiariesOther Parties.

Information Supplied. None of the The information relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided supplied by the Company and the Company Subsidiaries in writing for -------------------- inclusion or incorporation by reference in the Registration Statements on Form S-4 to be filed with the Securities and Exchange Commission ("SEC") by Parent in connection with the issuance of the Parent Common Stock in or as a result of the transactions contemplated hereby (the "Form S-4") and any other document registration statement on any applicable form to be filed with the SEC in connection with to facilitate the transactions contemplated by this Agreement will resale of shares issued to the Members hereunder (a) in collectively, the case of the Form S-4"Registration Statements"), shall not at the time it becomes the respective Registration Statement is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading. The information supplied by the Company for inclusion in light the proxy statement/prospectus to be sent to the Members of the circumstances under which they are made, Company in connection with the meeting of the Company's Members to consider the transactions contemplated by this Agreement (the "Members' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to as the "Proxy Statement/Prospectus") shall not misleading, (b) in at the case of date the Proxy Statement/ProspectusProspectus is first mailed to the Members, at the time of the mailing thereof or Members' Meeting and at the time Effective Time, and the information supplied by the Company Shareholder Meeting for inclusion in any prospectus to be used in connection with any Registration Statement filed by the Parent to facilitate the resale of shares issued hereunder by affiliates of the Company (a "Prospectus") shall not at the date such Prospectus is heldfirst delivered to offerees and at the effective date of such Prospectus, contain be false or misleading with respect to any untrue statement of a material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 Notwithstanding the foregoing, the Company and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that Members make no representation or warranty with respect to any information about, or supplied or omitted by, the Parent which is made hereunder as to statements made or incorporated by reference contained in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf any of the Company or any Company Subsidiariesforegoing documents.

Information Supplied. None of the The information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing expressly for inclusion or incorporation by reference in the registration statement on Form S-4 or any other document to be filed with the SEC by LinnCo in connection with the transactions contemplated by this Agreement will (a) issuance of LinnCo Common Shares in the case of LinnCo Merger (the “Form S-4”) shall not, at the time it becomes the Form S-4 is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by any Linn Party in writing expressly for inclusion therein. The information supplied or to be supplied by the Company in writing expressly for inclusion in the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the Company Stockholders’ Meeting, the LinnCo Shareholders’ Meeting and the Linn Members’ Meeting included in the Form S-4 will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company, the shareholders of LinnCo or the members of Linn, as applicable, and at the time of any meeting of Company stockholders, LinnCo shareholders or Linn members to be held in connection with the Mergers and the Contribution and Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Linn Parties in writing expressly for inclusion therein. The Form S-4 and the Joint Proxy Statement/Prospectus will (solely with respect to the Company, its officers and trustees and portion thereof based on information supplied or to be supplied by the Company Subsidiariesin writing expressly for inclusion therein but excluding any portion thereof based on information supplied by the Linn Parties in writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. None of the information relating supplied or to the Company be supplied by or on behalf of Colonial and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries Colonial LP in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement Joint Proxy Statement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Joint Proxy Statement/Prospectus, at the time such Joint Proxy Statement is first mailed to Colonial’s shareholders or at the time of the mailing thereof or at the time the Company Colonial Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus Statement will (with respect to the CompanyColonial, its officers and trustees directors and the Company Colonial Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no Act and the rules and regulations thereunder. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus Statement that were not supplied by or on behalf of Colonial or Colonial LP. None of the Company information supplied or to be supplied by or on behalf of Colonial or Colonial LP in writing for inclusion in the MAA Consent Solicitation will, at the time of the mailing thereof, contain any Company Subsidiariesuntrue statement of a material fact or omit to state any 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; provided, that no representation or warranty is made hereunder as to statements made in the MAA Consent Solicitation that were not supplied by or on behalf of Colonial or Colonial LP.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries REIT I Parties or any other REIT I Subsidiary contained or incorporated by reference in the REIT I Proxy Statement/Prospectus Statement or the Form S-4 or that is provided by any of the Company and the Company Subsidiaries REIT I Parties or any other REIT I Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the REIT I Proxy Statement/Prospectus, at the time of the initial mailing thereof or thereof, at the time of the REIT I Stockholders Meeting, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective by the SEC or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cb) in the case of the Form S-4 or with respect to any other document to be filed by the Company REIT I with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 All documents that REIT I is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT I, its officers, directors and partners and the Proxy Statement/Prospectus REIT I Subsidiaries (or other information supplied by or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein) will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.38

Information Supplied. None of the information relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus Statement or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or thereof, at the time the Company Shareholder Stockholder Meeting is held, at the time that the Form S-4 is declared effective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers First Merger, the Second 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. The Form S-4 and the Proxy Statement/Prospectus Statement will (with respect to the Company, its officers and trustees directors and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus Statement that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. None of the information relating to the Company Parent and the Company Parent Subsidiaries contained in the Proxy Statement/Prospectus Statement or that is provided by the Company Parent and the Company Parent Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or thereof, at the time the Company Shareholder Stockholder Meeting is held, at the time that the Form S-4 is declared effective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company Parent with the SEC in connection with the Mergers First Merger, the Second 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. The Form S-4 and the Proxy Statement/Prospectus Statement will (with respect to the CompanyParent, its officers and trustees directors and the Company Parent Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus Statement that were not supplied by or on behalf of the Company Parent or any Company Parent Subsidiaries.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus be supplied by NewCo REIT, W. P. Xxxxx or that is provided by the Company and the Company Subsidiaries Merger Sub in writing for inclusion or incorporation by reference in the Form S-4 S-4, the Joint Proxy Statement/Prospectus or in any other document filed with the SEC materials to be delivered by NewCo REIT, W. P. Xxxxx or Merger Sub to potential financing sources in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder W. P. Xxxxx Stockholder Meeting is to be held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (c) with respect to in the case of any other document materials to be filed by the Company with the SEC delivered to potential financing sources in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECdate such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to the CompanyNewCo REIT, its W. P. Xxxxx, Merger Sub, their respective officers and trustees directors and the Company W. P. Xxxxx Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, provided that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesCPA15.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Sirona for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or any other document to be filed with the SEC by DENTSPLY in connection with the transactions contemplated by this Agreement will Merger (athe “Form S-4”) in will, at the case of time the Form S-4S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, and (bii) in the case Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to each of the Proxy Statement/Prospectus, holders of DENTSPLY Common Stock and Sirona Common Stock and at the time of each of the mailing thereof or at the time the Company Shareholder DENTSPLY Shareholders Meeting is heldand Sirona Shareholders Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleadingmisleading (except that no representation or warranty is made by Sirona to such portions thereof that relate expressly to DENTSPLY or any of its Subsidiaries, including Merger Sub, or (c) with respect to any other document to be filed statements made therein based on information supplied by the Company with the SEC in connection with the Mergers or the other transactions contemplated on behalf of DENTSPLY for inclusion or incorporation 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 reference therein, in light of the circumstances under which they are made, not misleading). The Form S-4 and the Joint Proxy Statement/Prospectus Statement will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the or Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesapplicable, and other applicable Law.

Information Supplied. None of the The information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the registration statement on Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) issuance of Parent Common Stock in the case of Merger (the “Form S-4”) shall not, at the time it becomes the Form S-4 is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or any of its representatives expressly for inclusion therein. The information supplied or to be supplied by the Company for inclusion in the proxy statement relating to the Company Shareholders’ Meeting including in the Form S-4 (the “Proxy Statement/Prospectus”) will not, at the time the Proxy Statement/Prospectus is first mailed to the shareholders of the Company and at the time of any meeting of Company shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, 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 supplied by Parent in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus will (solely with respect to the Company, its officers and trustees and portion thereof relating to the Company SubsidiariesShareholders’ Meeting but excluding any portion thereof based on information supplied by Parent or any of its representatives expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in Act and the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations promulgated thereunder.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company or on behalf of Parent or its Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 Proxy Statement or the Schedule 13E-3 will, at the date mailed to the Company’s stockholders and at the time of any other document filed with the SEC meeting of Company stockholders to be held in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities ActMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, (b) except that no representation or warranty is made by Parent with respect to statements made therein that were not specifically supplied in writing by or on behalf of Parent. The information supplied or to be supplied by Parent or the Trust for inclusion in the case of the Proxy Statement/ProspectusForm S-4 shall not, at the time of the mailing thereof or at the time the Company Shareholder Meeting Form S-4 is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated at any time such document is amended or supplemented or declared effective by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (solely with respect to the Companyportion thereof based on information supplied or to be supplied by Parent or the Trust for inclusion therein, its officers and trustees and but excluding any portion thereof based on information supplied by the Company Subsidiariesin writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent or the Trust) will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder Act and the rules and regulations promulgated thereunder and each such document required to be filed with any Governmental Entity will comply in all material respects with the provisions of any applicable Law as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesinformation required to be contained therein.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing ONEOK for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any other document to be filed with the SEC by NewCorp in connection with the transactions contemplated by this Agreement will (a) issuance of shares of NewCorp Common Stock in the case of Merger (the "Form S-4") will, at the time it the Form S-4 becomes effective under the Securities ActAct or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, (b) and none of the information supplied or to be supplied by ONEOK and included or incorporated by reference in the case Proxy Statement will, at the date mailed to stockholders of the Proxy Statement/Prospectus, ONEOK or at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement meeting of a material fact or omit to state any material fact required such stockholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SECMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Merger Effective Time any event with respect to ONEOK or any of its Subsidiaries, or with respect to other information supplied by ONEOK for inclusion in the CompanyProxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of ONEOK. The Proxy Statement, insofar as it relates to ONEOK or its officers and trustees and the Company Subsidiaries) Subsidiaries or other information supplied by ONEOK for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Drilex for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any other document to be filed with the SEC by Bakex Xxxhxx in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Bakex Xxxhxx Xxxmon Stock in the case of Merger (the Form "S-4") will, at the time it the S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by Drilex and included or incorporated by reference in the case Proxy Statement will, at the date mailed to stockholders of the Proxy Statement/Prospectus, Drilex or at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement meeting of a material fact or omit to state any material fact required such stockholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SECEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to Drilex or any of its Subsidiaries, or with respect to other information supplied by Drilex for inclusion in the CompanyProxy Statement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Drilex. The Proxy Statement, insofar as it relates to Drilex or its officers and trustees and the Company Subsidiaries) Subsidiaries or other information supplied by Drilex for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. (a) None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries be supplied in writing by or on behalf of RMRM or any RMRM Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it becomes effective under such document is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusSEC, at the any time of the mailing thereof such document is amended or supplemented or at the time the Company Shareholder Meeting such document is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed declared effective by the Company with the SEC in connection with the Mergers 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 not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the holders of TRMT Common Shares and the holders of the RMRM Common Shares, at the time of the TRMT Shareholder Meeting and the RMRM Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading. The Form S-4 All documents that RMRM is responsible for filing with the SEC in connection with this Agreement, the Merger and the Proxy Statement/Prospectus will (with respect other Transactions, to the Companyextent relating to RMRM or any RMRM Subsidiary or other information supplied by or on behalf of RMRM or any RMRM Subsidiary for inclusion therein, its officers and trustees and the Company Subsidiaries) will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable requirements Law as to the information required to be contained therein. (b) Notwithstanding anything to the contrary in this Section 5.12, and for the avoidance of the Securities Act and the Exchange Act; provideddoubt, that RMRM makes no representation or warranty is made hereunder as with respect to statements made or incorporated by reference incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement/Prospectus Statement to the extent that were not such statements or omissions are based upon information supplied to RMRM by or on behalf of the Company or any Company SubsidiariesTRMT.

Information Supplied. None of the The information relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided supplied by the Company and the Company Subsidiaries in writing Caremark for inclusion or incorporation by reference in the registration statement on Form S-4 or any other document filed amendment or supplement thereto pursuant to which shares of CVS Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Caremark for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to the Caremark stockholders and CVS stockholders in connection with the Merger and the other transactions contemplated by this Agreement will (athe “Joint Proxy Statement”) in shall not, on the case date the Joint Proxy Statement is first mailed to the stockholders of the Form S-4each of Caremark and CVS, at the time it becomes effective under of the Securities ActCaremark Stockholder Approval or at the time of the CVS Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 representations and the Proxy Statement/Prospectus warranties contained in this Section 4.09 will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as not apply to statements made or omissions included or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus that were not supplied Statement based upon information furnished by or on behalf of the Company CVS or any Company Subsidiariesof its representatives specifically for use or incorporation by reference therein.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries SOR II or any SOR II Subsidiary contained or incorporated by reference in the Proxy Statement/Prospectus Statement or the Form S-4 or that is provided by the Company and the Company Subsidiaries SOR II or any SOR II Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or thereof, at the time of the Stockholders Meeting, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cb) with respect to any other document to be filed by in the Company with case of the SEC in connection with the Mergers or the other transactions contemplated by this AgreementForm S-4, at the time of its filing with the SECsuch document is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 All documents that SOR II is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to SOR II, its officers, directors and partners and the Proxy Statement/Prospectus SOR II Subsidiaries (or other information supplied by or on behalf of SOR II or any SOR II Subsidiaries for inclusion therein) will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesSOR Parties.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Purchaser expressly for inclusion or incorporation by reference reference: (a) in the any current report on Form S-4 8-K, and any exhibits thereto or any other document filed report, form, registration or other filing made with any Governmental Authority (including the SEC in connection SEC) with respect to the transactions contemplated by this Agreement will or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Purchaser’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) in through (c), will, when filed, made available, mailed or distributed, as the case of the Form S-4, at the time it becomes effective under the Securities Actmay be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, (b) in however, no representation or warranty is made as to the case accounting treatment of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingPurchaser’s issued and outstanding warrants, or as to any deficiencies in disclosure (c) including with respect to any other document accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities in Purchaser’s financial statements. None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreementdistributed, at the time of its filing with the SECas applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and Notwithstanding the Proxy Statement/Prospectus will (foregoing, Purchaser makes no representation, warranty or covenant with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not any information supplied by or on behalf of Purchaser, the Company Target Companies or any Company Subsidiariesof their respective Affiliates.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided supplied by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) issuance of the Parent Common Stock in the case of the Merger (such Form S-4, as amended or supplemented, is herein referred to as the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading or (ii) the proxy statement to be sent to the stockholders of the circumstances under which they are madeCompany in connection with the Stockholders Meeting (as defined in Section 5.2(b)) (such proxy statement, not misleadingas amended or supplemented, (bis herein referred to as the "Proxy Statement/Prospectus") in will, at the case of date the Proxy Statement/Prospectus, Prospectus is first mailed to the Company's stockholders or at the time of the mailing thereof or at the time the Company Shareholder Meeting is heldStockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (c) contain any statement which at the time and in the light of the circumstances under which it is made is false or misleading with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreementmaterial fact, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (any earlier communication with respect to the Company, its officers and trustees and solicitation of a proxy for the Stockholders Meeting which has become false or misleading. No representation is made by the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not based on information supplied in writing by Parent specifically for inclusion or on behalf of incorporation in the Company Form S-4 or any Company Subsidiariesthe Proxy Statement/Prospectus.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries be supplied in writing by or on behalf of the Newco Parties for inclusion or incorporation by reference in (i) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4S-11 will, at the time it becomes effective under such document is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusSEC, at the any time of the mailing thereof such document is amended or supplemented or at the time the Company Shareholder Meeting such document is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed declared effective by the Company with the SEC in connection with the Mergers 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 not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the common stockholders of Nova I or Nova II, at the time of the Nova I Stockholders Meeting or Nova II Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Nova I Merger Effective Time or Nova II Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading. The Form S-4 and All documents that the Proxy Statement/Prospectus will (Newco Parties are responsible for filing with respect the SEC in connection with the Mergers, to the Company, its officers and trustees and extent relating to the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation Newco Parties or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not other information supplied by or on behalf of the Company Newco Parties for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Company SubsidiariesGovernmental Authority (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.04(e) will not apply to statements or omissions included in the Form S-11, Form S-4 or the Proxy Statement to the extent based upon information supplied to the Newco Parties on behalf of the Other Parties.

Information Supplied. No statement, certificate, instrument or other writing furnished or to be furnished by Provident or any affiliate (as defined in Section 8.03) thereof to UNUM pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Provident for inclusion or incorporation by reference in in (i) the Form S-4 or any other document will, at the time the Form S-4 is filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading or (ii) the Joint Proxy Statement will, in light of at the circumstances under which they are made, not misleading, (b) in date the case of the Joint Proxy Statement/Prospectus, Statement is first mailed to Provident's stockholders or at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECProvident Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus Statement will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, as applicable, and the respective rules and regulations promulgated thereunder, except that no representation or warranty is made hereunder as by Provident with respect to statements made or incorporated by reference therein based on information supplied by UNUM specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Velodyne for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or any other document to be filed with the SEC by Ouster in connection with the transactions contemplated by this Agreement will Mergers (athe “Form S-4”) in will, at the case of time the Form S-4S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, and (bii) in the case Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to each of the Proxy Statement/Prospectus, holders of Ouster Common Stock and Velodyne Common Stock and Velodyne Preferred Stock (if any) and at the time of each of the mailing thereof or at the time the Company Shareholder Ouster Stockholders Meeting is heldand Velodyne Stockholders Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleadingmisleading (except that no representation or warranty is made by Velodyne to such portions thereof that relate expressly to Ouster or any of its Subsidiaries, including Merger Sub I and Merger Sub II, or (c) with respect to any other document to be filed statements made therein based on information supplied by the Company with the SEC in connection with the Mergers or the other transactions contemplated on behalf of Ouster for inclusion or incorporation 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 reference therein, in light of the circumstances under which they are made, not misleading). The Form S-4 and the Joint Proxy Statement/Prospectus Statement will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the or Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesapplicable, and other applicable Law.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries REIT II or any REIT II Subsidiary contained or incorporated by reference in the REIT II Proxy Statement/Prospectus Statement or the Form S-4 or that is provided by the Company and the Company Subsidiaries REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the REIT II Proxy Statement/Prospectus, at the time of the initial mailing thereof or thereof, at the time of the REIT II Stockholders Meetings, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective by the SEC or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cb) in the case of the Form S-4 or with respect to any other document to be filed by the Company REIT II with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 All documents that REIT II is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT II, its officers, directors and partners and the Proxy Statement/Prospectus REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesREIT I Parties.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.11, none of the information relating supplied (or to be supplied) in writing by or on behalf of the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing specifically for inclusion or incorporation by reference in (a) the Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) in Share Issuance will, at the case of time the Form S-4, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, and (b) the proxy statement to be sent to the Company Stockholders in connection with the case of Company Stockholders’ Meeting (such proxy statement, amended or supplemented, being referred to herein as the “Proxy Statement/Prospectus”) will, on the date it is first mailed to the Company Stockholders, and at the time of the mailing thereof or at the time the Company Shareholder Meeting is heldStockholders 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, or (c) with respect necessary to correct any other document to be filed by the Company with the SEC statement in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (earlier communication with respect to the Company, its officers and trustees and solicitation of a proxy for the Company SubsidiariesStockholders’ Meeting or the subject matter thereof which have become false or misleading. The Proxy Statement (except for such portions thereof that relate only to Parent or any Subsidiary of Parent) will comply as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act; providedrules and regulations thereunder. Notwithstanding the foregoing, that the Company makes no representation or warranty is made hereunder as with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the Company or any Company Subsidiariesforegoing documents.

Information Supplied. (i) None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing UTC for inclusion or incorporation by reference in (i) the Form S-4 or any other document will, at the time the Form S-4 is filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cii) with respect the Joint Proxy Statement will, at the date it is first mailed to any other document to be filed by the Company with the SEC in connection with the Mergers UTC’s stockholders or the other transactions contemplated by this Agreement, at the time of its filing with the SECUTC Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) Statement shall comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; providedAct and the rules and regulations thereunder. Notwithstanding the foregoing, that no representation or warranty is made hereunder as by UTC with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Raytheon for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus that were not . (ii) None of the information supplied or to be supplied by UTC or on behalf any of its subsidiaries for inclusion or incorporation by reference in the SpinCo Registration Statements will, at the time each such SpinCo Registration Statement becomes effective under the Exchange Act or the Securities Act, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the Company circumstances under which they are made, not misleading. The SpinCo Registration Statements shall comply as to form in all material respects with the requirements of the Exchange Act or any Company Subsidiariesthe Securities Act, as applicable, and the rules and regulations thereunder.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided supplied by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) issuance of the Parent Ordinary Shares in the case of the Merger (such Form S-4, as amended or supplemented, is herein referred to as the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading or (ii) the proxy statement to be sent to the stockholders of the circumstances under which they are madeCompany in connection with the Stockholders Meeting (as defined in Section 5.2(b)) (such proxy statement, not misleadingas amended or supplemented, (bis herein referred to as the "Proxy Statement/Prospectus") in will, at the case of date the Proxy Statement/Prospectus, Prospectus is first mailed to the Company's stockholders or at the time of the mailing thereof or at the time the Company Shareholder Meeting is heldStockholders 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 misleadingmisleading or contain any statements which at the time and in the light of the circumstances under which it is made, is false or (c) misleading with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreementmaterial fact, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light any earlier communication with respect to the solicitation of a proxy for the circumstances under Stockholders Meeting which they are made, not has become false or misleading. The Form S-4 will, as of its effective date, and the Proxy Statement/Prospectus will (with respect to the Companyprospectus contained therein will, as of its officers and trustees and the Company Subsidiaries) date, comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act; provided, that no Act and the rules and regulations promulgated thereunder. No representation or warranty is made hereunder as by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not based on information supplied in writing by Parent specifically for inclusion or on behalf of incorporation in the Company Form S-4 or any Company Subsidiariesthe Proxy Statement/Prospectus.

Information Supplied. None of the information relating -------------------- supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Parent Common Stock in the case of Merger (the Form "S-4") will, at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, and (bii) in the case proxy statement relating to the meeting of the Proxy Statement/ProspectusCompany's shareholders, at the time and, if required, a meeting of the mailing thereof or at the time the Company Shareholder Meeting is heldParent's shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers or Merger (the other transactions contemplated by this Agreement"Proxy Statement") will, at the time date mailed to shareholders and at the times of its filing the meeting or meetings of shareholders to be held in connection with the SECMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to the Company, its officers and trustees and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company Subsidiariesshall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company. The Proxy Statement, insofar as it relates to the meeting of the Company's shareholders to vote on the Merger, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. (i) None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Excel for inclusion in, or incorporation incorporated by reference in from the Excel Disclosure Documents in, (A) the Form S-4 or any other document F-4 (as defined in Section 5.1) will, at the time the Form F-4 is filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Joint Information Statement/Proxy Statement/Prospectus (as defined in Section 5.1) will, on the date it is first mailed to the stockholders of Excel or the shareholders of Teleglobe or at the time of the Excel Stockholders Meeting, if any, or the Teleglobe Shareholders Meeting (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 light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 F-4 and the Proxy Joint Information Statement/Proxy Statement/ Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Act; providedrules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.1(f), that no representation or warranty is made hereunder as by Excel with respect to statements made or incorporated by reference in the Form S-4 F-4 or the Joint Information Statement/Proxy Statement/Prospectus that were not based on information supplied by Teleglobe for inclusion or on behalf of incorporation by reference therein. (iii) If at any time prior to the Company Effective Time any event relating to Excel or any Company Subsidiariesof its Affiliates, officers or directors should be discovered by Excel which should be set forth in an amendment to the Form F-4 or a supplement to the Joint Information Statement/ Proxy Statement/Prospectus, Excel shall promptly inform Teleglobe.

Information Supplied. None of the The information relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided supplied by the Company and the Company Subsidiaries in writing Cyclone for inclusion or incorporation by reference in the registration statement on Form S-4 or any other document amendment or supplement thereto pursuant to which shares of Hurricane Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) shall not at the time the Registration Statement is filed with the SEC and at the time it time it is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Cyclone for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to Cyclone stockholders and Hurricane stockholders in connection with the Merger and the other transactions contemplated by this Agreement will (athe “Joint Proxy Statement”) in shall not, on the case date the Joint Proxy Statement is first mailed to the stockholders of the Form S-4each of Cyclone and Hurricane, at the time it becomes effective under of the Securities ActCyclone Stockholder Approval or at the time of the Hurricane Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 representations and the Proxy Statement/Prospectus warranties contained in this Section 4.08 will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as not apply to statements made or omissions included or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus that were not supplied Statement based upon information furnished by or on behalf of the Company Hurricane or any Company Subsidiariesof its representatives specifically for use or incorporation by reference therein.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Dish for inclusion or incorporation by reference in (i) the Form S-4 or any other document Registration Statement will, at the time the Registration Statement is filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, and at the time it becomes effective under the Securities ActAct (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (bii) in the case of the Proxy Statement/ProspectusResale Registration Statement will, at the time of the mailing thereof or Resale Registration Statement is filed with the SEC and at the time it becomes effective under the Company Shareholder Meeting is heldSecurities Act (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, misleading or (ciii) with respect to any blue sky or other document to be filed by the Company with the SEC state filings made in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, Regulation D offering contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no No representation or warranty is made hereunder as by Dish with respect to statements made or incorporated by reference therein based on information supplied by Soap for inclusion or incorporation by reference in the Form S-4 Registration Statement or the Proxy Resale Registration Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. None of the information relating supplied or to be supplied by or on behalf of the Company and the Company or any of its Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in (a) the Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) registration under the Securities Act of the shares of Parent Common Stock to be issued in the case of Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading and (b) in the case proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) will, at the date it, or any amendment or supplement to it, is mailed to stockholders of the Company and at the time of the mailing thereof or at the time the Company Shareholder Meeting is heldStockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading, misleading (except that no representation or (c) with respect to any other document to be filed warranty is made by the Company with the SEC in connection with the Mergers regarding such portions thereof that relate expressly to Parent or the other transactions contemplated by this Agreement, at the time any of its filing with the SECSubsidiaries, contain including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or any untrue statement of a material fact its Subsidiaries (including Merger Sub) for inclusion or omit to state any material fact required to be stated therein or necessary in order to make the statements incorporation by reference therein, in light of the circumstances under which they are made, not misleading). The Form S-4 and the Proxy Statement/Prospectus Statement will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations promulgated thereunder.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Sailfish for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any other document to be filed with the SEC in connection by New Sailfish pursuant to which the issuance of shares of New Sailfish Common Stock pursuant to the Merger will be registered with the transactions contemplated by this Agreement SEC and in which the Combined Consent Statement/Prospectus will be included as a prospectus, including any amendments or supplements thereto and any other document incorporated or referenced therein (athe “Registration Statement”) in will, at the case of time the Form S-4, Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading and (b) in the case of the Proxy Combined Consent Statement/ProspectusProspectus will, at the time the Combined Consent Statement/Prospectus is mailed to stockholders of Sailfish and at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECSailfish Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and portions of the Proxy Combined Consent Statement/Prospectus supplied by Sailfish will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act; provided, that no Act and the rules and regulations thereunder. No representation or warranty is made hereunder as by Sailfish with respect to statements made therein based on information supplied by Green Energy or incorporated by reference its Subsidiaries specifically for inclusion in the Form S-4 or the Proxy Combined Consent Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesProspectus.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries REIT II or any REIT II Subsidiary contained or incorporated by reference in the Proxy Statement/Prospectus Statement or the Form S-4 or that is provided by the Company and the Company Subsidiaries REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or thereof, at the time of the Stockholders Meeting, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cb) in the case of the Form S-4 or with respect to any other document to be filed by the Company REIT II with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 All documents that REIT II is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT II, its officers, directors and partners and the Proxy Statement/Prospectus REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in by the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesREIT I Parties.

Information Supplied. None of the information relating supplied or to be supplied by or on behalf of the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing Park Parties for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement Proxy Statement will (a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement is first mailed to the Company’s shareholders, or at the time of the mailing thereof Company Shareholder Meeting, or at the time that the Company Shareholder Meeting Form S-4 is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECdeclared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and All documents that Park is responsible for filing with the Proxy Statement/Prospectus will (SEC in connection with respect the transactions contemplated herein, to the Companyextent relating to the Park Parties or any other Park Subsidiary or other information supplied by or on behalf of the Park Parties or any other Park Subsidiary for inclusion therein, its officers and trustees and the Company Subsidiaries) will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable requirements of Law as to the Securities Act and the Exchange Act; provided, that no information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus Statement that were not supplied by or on behalf of the Company or any Company SubsidiariesPark Parties.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be -------------------- supplied by the Company and the Company Subsidiaries in writing PanEnergy for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any other document to be filed with the SEC by Duke in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Common Stock in the case of Merger (the Form "S-4") will, at the time it the S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by PanEnergy and included or incorporated by reference in the case Joint Proxy Statement will, at the date mailed to the stockholders of PanEnergy and the Proxy Statement/Prospectus, shareholders of Duke or at the time of the mailing thereof meeting of such stockholders or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required shareholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SECEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to PanEnergy or any of its Subsidiaries, or with respect to other information supplied by PanEnergy for inclusion in the CompanyJoint Proxy Statement or the S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of PanEnergy. The Joint Proxy Statement, insofar as it relates to PanEnergy or its officers and trustees and the Company Subsidiaries) Subsidiaries or other information supplied by PanEnergy for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries NNN REIT or any NNN REIT Subsidiary contained or incorporated by reference in the REIT I Proxy Statement/Prospectus Statement or the Form S-4 or that is provided by the Company and the Company Subsidiaries NNN REIT or any NNN REIT Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the REIT I Proxy Statement/Prospectus, at the time of the initial mailing thereof or thereof, at the time of the REIT I Shareholders Meetings, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective by the SEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cb) in the case of the Form S-4 or with respect to any other document to be filed by the Company NNN REIT with the SEC in connection with the Mergers 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. The Form S-4 All documents that NNN REIT is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to NNN REIT, its officers, directors and partners and the Proxy Statement/Prospectus NNN REIT Subsidiaries (or other information supplied by or on behalf of NNN REIT or any NNN REIT Subsidiaries for inclusion therein) will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.REIT I.

Information Supplied. None of the information relating to the Company and the Parties or any other Company Subsidiaries Subsidiary contained or incorporated by reference in the Proxy Statement/Prospectus Statements or the Form S-4 or that is provided by any of the Company and the Parties or any other Company Subsidiaries Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusStatements, at the time of the mailing thereof or thereof, at the time of the Company Stockholders Meeting, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective or at the Sxxxxxxxxx Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cb) in the case of the Form S-4 or with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and All documents that Company is responsible for filing with the Proxy Statement/Prospectus will (SEC in connection with respect the transactions contemplated by this Agreement, to the Companyextent relating to Company Parties, its officers their officers, directors and trustees partners and the Company SubsidiariesSubsidiaries (or other information supplied by or on behalf of Company or any Company Subsidiaries for inclusion therein) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in by the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesSxxxxxxxxx Parties.

Information Supplied. None of the information relating to the Company and the Company be supplied by Parent or any of its Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing specifically for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Joint Proxy Statement/ProspectusProspectus contemplated by Section 5.1 will, on the date such document is filed and on the date it is first published, sent or given to the holders of Company Common Stock, and at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light meeting of the circumstances under which they are made, not misleading, or Company’s stockholders to consider and vote upon the Merger Agreement (c) with respect to any other document to be filed by the “Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECStockholders’ Meeting”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If, at any time prior to the Company Stockholders’ Meeting, any event with respect to Parent or any of its Subsidiaries, or with respect to information supplied by Parent or any of its Subsidiaries specifically for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus, shall occur which is required to be described in an amendment of, or supplement to, such Joint Proxy Statement/Prospectus will (with respect such event shall be so described by Parent and promptly provided to the Company. All documents that Parent or its Subsidiaries are responsible for filing with the SEC in connection with the transactions contemplated hereby, to the extent relating to the Parent or its officers and trustees and Subsidiaries or other information supplied by the Company Subsidiaries) Parent or its Subsidiaries for inclusion or incorporation by reference therein, will comply as to form form, in all material respects, with the provisions of the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any federal, state, provincial, local and foreign government, governmental, quasi-governmental, supranational, regulatory or administrative authority, agency, commission or any court, tribunal, or judicial or arbitral body including, without limitation, the CFTC, the NFA, the FINRA, the U.S. Department of Agriculture, all U.S. futures exchanges and any Self Regulatory Organization (each, a “Governmental Entity”), will comply in all material respects with the provisions of applicable requirements of Law as to the Securities Act and information required to be contained therein. Notwithstanding the Exchange Act; providedforegoing, that Parent makes no representation or warranty is made hereunder as with respect to statements made the information supplied or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not to be supplied by or on behalf of the Company or any Company Subsidiariesits Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

Information Supplied. None (a) The shareholder circular to be prepared by Parent and delivered to its shareholders in connection with the Parent Voting Proposals (the “Parent Shareholder Circular”) will, at the time it is first mailed to shareholders of Parent, be in accordance with facts and will not omit anything likely to affect the import of the information contained in such Parent Shareholder Circular. As of the time of the shareholder vote with respect to the Parent Voting Proposals, Parent shall have duly provided its shareholders, to the extent that Parent is obligated to do so, with all notices as to changes in relevant facts or circumstances since the delivery of the Parent Shareholder Circular that are necessary in order for such shareholders to duly vote upon the resolutions relating to the Company Parent Voting Proposals at such time. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to information supplied specifically by or on behalf of the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document Parent Shareholder Circular. (b) The Schedule TO, when filed with the SEC SEC, and the Offer Documents, when distributed or disseminated to the Company’s shareholders, will comply as to form in connection all material respects with the transactions contemplated by this Agreement will (a) in the case applicable requirements of the Form S-4Exchange Act and, at the time it becomes effective under of such filing, at the Securities Acttime of such distribution or dissemination and at the time of consummation of the Offer, 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 Table of Contents circumstances under which they are were made, not misleading, (b) ; provided that Parent and Merger Sub make no representation or warranty with respect to information supplied specifically by or on behalf of the Company for inclusion or incorporation by reference in the case Schedule TO and the Offer Documents. (c) The information with respect to Parent and any of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time its Subsidiaries that Parent furnishes to the Company Shareholder Meeting is held, in writing specifically for use in any Company Disclosure Document 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 were made, not misleading, or misleading (cx) with respect to any other document to be filed by in the case of the Company with Proxy Statement, as supplemented or amended, if applicable, at the SEC in connection with time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Mergers or Company and at the other transactions contemplated by time such shareholders vote on adoption of this Agreement, and (y) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of its the filing with the SEC, contain SEC of such Company Disclosure Document or any untrue statement supplement or amendment thereto and at the time of a material fact any distribution or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect dissemination thereof to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries’s shareholders.

Information Supplied. None of (a) As subsequently updated, amended, modified or adjusted pursuant to Section 8.4, the information relating to Remainco or Spinco and their respective Subsidiaries, the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus Spinco Business, or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement or any Transaction Document to be provided by Remainco or Spinco or their respective Subsidiaries specifically for inclusion in, or incorporation by reference into, (i) the Split Off TO and the Proxy Statement will not, on the date the Split Off TO (aif applicable) in and the case of Proxy Statement, respectively, are first mailed to the Form S-4Remainco stockholders or the RMT Partner shareholders (as applicable), (ii) the Distribution Registration Statement and the RMT Partner Registration Statement will not, at the time it becomes the Distribution Registration Statement and the RMT Partner Registration Statement (and in each case any amendment or supplement thereto), respectively, are filed with the SEC, are declared effective under by the Securities ActSEC or are first mailed to the RMT Partner shareholders or Remainco stockholders (as applicable), (iii) the Proxy Statement will not, at the time of the RMT Partner Shareholders Meeting, (iv) the Distribution Registration Statement will not, on the date of the Distribution or at the closing of the Exchange Offer (as applicable), or (v) the RMT Partner Registration Statement will not, at the Effective Time, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 and Notwithstanding the Proxy Statement/Prospectus will (with respect to the Companyforegoing provisions of this Section 6.24(a), its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as by Remainco or Spinco with respect to information or statements made or incorporated by reference in the Form S-4 Securities Filings, which information or the Proxy Statement/Prospectus that statements were not supplied by or on behalf of Remainco or Spinco. (b) The Securities Filings that Remainco or Spinco will file (jointly or otherwise) pursuant to Section 8.4 will comply in all material respects as to form with the Company or any Company Subsidiariesapplicable requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder.

Information Supplied. (i) None of the information relating supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (A) the Company and Offer Documents or (B) the Company Subsidiaries contained in the Proxy Statement/Prospectus information supplied or that is provided to be supplied by the Company and the Company Subsidiaries in writing Parent or Merger Sub for inclusion or incorporation by reference in the Form S-4 or Proxy Statement, if any, the Schedule 14D-9 and any other document documents to be filed with the SEC or any other Governmental Entity or foreign securities exchange in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4hereby, including any amendment or supplement to such documents, will, at the time it becomes effective under respective times such documents are filed, and, with respect to the Securities ActProxy Statement, if any, and the Offer Documents, when first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleadingfalse or misleading or, (b) in the case of the Proxy Statement/Prospectus, if any, or any amendment thereof or supplement thereto, at the time of the mailing thereof or Company Stockholders Meeting, if any, and at the time the Company Shareholder Meeting is heldEffective Time, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, false or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 misleading or necessary to correct any statement in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (any earlier communication with respect to the Company, its officers and trustees and Offer or the solicitation of proxies for the Company Subsidiaries) Stockholders Meeting, if any, which shall have become false or misleading. The Offer Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act and Securities Act and the Exchange Act; providedrules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(c), that no representation or warranty is made hereunder as by Parent or Merger Sub with respect to statements made or incorporated by reference in the Form S-4 Proxy Statement, if any, or the Proxy Statement/Prospectus that were not Offer Documents based on information supplied by or on behalf of the Company for inclusion or any Company Subsidiariesincorporation by reference therein.

Information Supplied. (a) None of the information relating supplied or to the Company be supplied by or on behalf of Parent or Sub and the Company Subsidiaries contained in the Proxy Statement/Prospectus included or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation incorporated by reference in the Form S-4 or any other document Registration Statement to be filed by Parent with the SEC in connection and any similar or equivalent filing with the transactions contemplated by this Agreement will (a) in ISA and/or the case of TASE will, when the Form S-4, at the time it Registration Statement becomes effective under the Securities Acteffective, contain any an untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, . (b) in the case None of the information supplied or to be supplied by or on behalf of Parent or Sub and included or incorporated by reference in (i) the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders and the Parent's stockholders including any amendment or supplement thereto or (ii) any other documents to be filed by Parent or any of its Affiliates with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby (including the Required Filings) will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement/Prospectus, at when first mailed, distributed or disseminated to the time stockholders of the mailing thereof or at the time the Company Shareholder Meeting is heldCompany, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, or, in the case of the Joint Proxy Statement/Prospectus or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers amendment thereof or the other transactions contemplated by this Agreementsupplement thereto, at the time of its filing with the SEC, Company Stockholders’ Meeting to consider the Merger and the Parent Stockholders' Meeting contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Form S-4 and . (c) All documents that Parent is responsible for filing with any Regulatory Authority in connection with the Proxy Statement/Prospectus transactions contemplated hereby will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the provisions of applicable requirements Law, including the provisions of the Securities Act, the Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated rules and regulations promulgated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesSEC thereunder.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Easterly for inclusion or incorporation by reference in (a) the registration statement on Form F-4 or Form S-4 or any other document (as elected by Sirius) to be filed with the SEC by Sirius in connection with the transactions contemplated by this Agreement will Merger (athe “Registration Statement”) in will, at the case of time the Form S-4Registration Statement is filed with the SEC, or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) in the case Proxy Statement will, at the date it or any amendment or supplement thereto is filed with the SEC or mailed to holders of the Proxy Statement/Prospectus, shares of Easterly Common Stock or at the time of the mailing thereof or at the time the Company Shareholder Easterly Stockholders Meeting is held, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading, misleading or (c) with respect to the Warrant Offer Documents will, at the date they or any other document to be amendments or supplements thereto are filed by the Company with the SEC in connection with or mailed to holders of the Mergers Easterly Warrants or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, closing of the Warrant Tender Offer contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will misleading (with respect to the Companyexcept, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; providedeach case, that no representation or warranty is made hereunder as by Easterly to such portions thereof that relate expressly to Sirius, Merger Sub or any of their Subsidiaries or to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not therein based on information supplied by or on behalf of the Company Sirius or any Company SubsidiariesMerger Sub for inclusion or incorporation by reference therein).

Information Supplied. (a) None of the information relating supplied or to the Company and the Company Subsidiaries contained be supplied by any Target Entity or any Affiliate thereof for inclusion in the Proxy Statement/Prospectus or that is provided Registration Statement to be filed by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed Buyer with the SEC in connection will, when the Registration Statement becomes effective, be false or misleading with the transactions contemplated by this Agreement will (a) in the case of the Form S-4respect to any material fact, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required necessary to make the statements therein not misleading. (b) None of the information supplied or to be stated therein supplied by any Target Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement/Prospectus to be mailed to each Party's stockholders in connection with the Stockholders' Meetings, and any other documents to be filed by a Target Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement/Prospectus, when first mailed to the stockholders of Target and stockholders of Buyer, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, (b) or, in the case of the Joint Proxy Statement/ProspectusProspectus or any amendment thereof or supplement thereto, at the time of the mailing thereof Stockholders' Meetings, be false or at the time the Company Shareholder Meeting is heldmisleading with respect to any material fact, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein or necessary correct any statement in order any earlier communication with respect to make the statements therein, in light solicitation of any proxy for the circumstances under which they are made, not misleading, or Stockholders' Meetings. (c) All documents that any Target Entity or any Affiliate thereof is responsible for filing with respect to any other document to be filed by the Company with the SEC Regulatory Authority in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus hereby will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the provisions of applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesLaw.

Information Supplied. None of the information relating to the Company (a) The Schedule TO and the Company Subsidiaries contained in the Proxy Statement/Prospectus each Offer Document or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed or required to be filed by Parent or Purchaser with the SEC for use in connection with the transactions contemplated by Offer or the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Agreement Section 4.8(a) will (a) not apply to statements or omissions 28 included in the case Offer Documents based upon information furnished to Parent or Purchaser in writing by the Company specifically for use therein. (b) (i) Each Offer Document or other document required to be distributed or disseminated to the stockholders of the Form S-4Company by Parent or Purchaser in connection with the Offer or the Merger, or any supplement or amendment thereto, at the time it becomes effective of any distribution or dissemination, will not 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 were made, not misleading. The representations and warranties contained in this Section 4.8(b) will not apply to statements or omissions included in the Securities ActOffer Documents based upon information furnished to Parent or Purchaser in writing by the Company specifically for use therein. (c) The information with respect to Parent or Purchaser or any of their Subsidiaries that Parent or Purchase furnishes to the Company in writing specifically for use in the Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents, at the time of any distribution or dissemination of the Company Disclosure Documents, at the time of the consummation of the Offer and at the time of the 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 made therein, in the light of the circumstances under which they are were made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. (i) None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Wxxxxx-Xxxxxxx for inclusion or incorporation by reference in (A) the registration statement on Form S-4 or any other document to be filed with the SEC by Wxxxxx-Xxxxxxx in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Wxxxxx- Xxxxxxx Common Stock in connection with the case Merger, or any of the amendments or supplements thereto (collectively, the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the proxy statement for use relating to the adoption by the stockholders of Agouron of this Agreement or any of the amendments or supplements thereto (collectively, the "Proxy Statement") will, on the date it is first mailed to Agouron stockholders or at the time of the Agouron Stockholders Meeting ( as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Act; providedrules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), that no representation or warranty is made hereunder as by Wxxxxx-Xxxxxxx with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not based on information supplied by Agouron for inclusion or on behalf of the Company or any Company Subsidiariesincorporation by reference therein.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing LabOne for inclusion or incorporation by reference in Holdings's 1998 Form 10-Ks, Form 10-Qs or Form 8-Ks or the Registration Statement on Form S-4 or any other document to be filed with the SEC by Holdings in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Surviving Corporation Common Stock in the case of Merger (the Form "S-4") will, at the time it the S-4 becomes effective under the Securities Act, and the rules and regulations thereunder or at the Effective Time (or in the case of Holdings's Form 10-K, upon filing thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by LabOne and included or incorporated by reference in the case of related joint proxy statement (the "Proxy Statement/Prospectus") will, at the time of the mailing thereof or at the time of the Company Shareholder Meeting is held, contain any untrue statement meetings of a material fact the stockholders of Holdings or omit to state any material fact required LabOne 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SECEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to LabOne or any of its Subsidiaries, or with respect to other information supplied by LabOne for inclusion in the Proxy Statement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Holdings and LabOne. The Form S-4 and the Proxy Statement/Prospectus , insofar as they relate to LabOne or its Subsidiaries or other information supplied by LabOne for inclusion therein, will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in and the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. None of the The information relating to the Company and set forth in the proxy statement relating to the Company Subsidiaries contained Stockholders' Meeting, as amended or supplemented from time to time (as so amended and supplemented, the "Proxy Statement") included in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated issuance of shares of Parent Stock in the Merger, as amended or supplemented from time to time (as so amended and supplemented, the "Registration Statement"), except as the Company shall otherwise advise in writing, complies in all material respects with the requirements of the Securities Act and will not, taken together with any additional information supplied by this Agreement will (a) the Company expressly for inclusion therein, on the date of its filing or, in the case of the Form S-4Registration Statement, at the time it becomes effective under the Securities Act, at the date the Proxy Statement is mailed to stockholders and at the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) and any other documents to be filed by the Company or information supplied in writing by the Company to be included in documents to be filed by Parent with any Governmental or Regulatory Authority in connection with the Merger and the other transactions contemplated hereby will not, on the date of its filing or, in the case of the Proxy Statement/Prospectus, at the date it is mailed to stockholders and at the time of the mailing thereof Company Stockholders' Meeting or at the time the Company Shareholder Meeting stockholders' consent is heldeffective, contain any untrue statement of a material fact or omit to state any 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 (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. None of the information relating supplied or to the Company and the Company be supplied by UEC or any of its Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document will, at the time the S-4 is filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time or when it becomes effective under the Securities Act, Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by UEC or any of its Subsidiaries and included or incorporated by reference in the case Proxy Statement will, at the date mailed to stockholders of the Proxy Statement/Prospectus, NDS or at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement meeting of a material fact or omit to state any material fact required such stockholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to UEC or any of its Subsidiaries, or with respect to other information supplied by UEC or any of its Subsidiaries for inclusion in the CompanyProxy Statement or S-4, shall occur that is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to UEC or Subsidiaries of UEC or other information supplied by UEC or any of its officers and trustees and the Company Subsidiaries) Subsidiaries for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; providedrules and regulations thereunder, except that no representation representations or warranty is warranties are made hereunder as by UEC with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not therein based on information supplied by or on behalf of the Company NDS or any Company of NDS's Subsidiaries.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Duke for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it the S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by Duke and included or incorporated by reference in the case Joint Proxy Statement will, at the date mailed to the shareholders of Duke and the Proxy Statement/Prospectus, stockholders of PanEnergy or at the time of the mailing thereof meeting of such shareholders or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required stockholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SECEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to Duke or any of its Subsidiaries, or with respect to other information supplied by Duke for inclusion in the CompanyJoint Proxy Statement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Duke. The Joint Proxy Statement, insofar as it relates to Duke or its officers and trustees and the Company Subsidiaries) Subsidiaries or other information supplied by Duke for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Parent Common Stock in the case of Merger (the Form "S-4") will, at the time it the S-4 becomes effective under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations thereunder or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the case of the Proxy Statement/ProspectusStatement (as hereinafter defined) will, at the time of the mailing thereof or at the time of the Company Shareholder Meeting is held, contain any untrue statement meeting of a material fact or omit to state any material fact required the stockholders of Parent 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SECEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S- 4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Parent. The Form S-4 and the Proxy Statement/Prospectus will (with respect , insofar as they relate to the Company, Company or its officers and trustees and Subsidiaries or other information supplied by the Company Subsidiaries) for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act; provided"), that no representation or warranty is made hereunder as to statements made or incorporated by reference in and the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. (i) None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Teleglobe for inclusion in, or incorporation incorporated by reference in in, (A) the Form S-4 or any other document F-4 will, at the time the Form F-4 is filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Joint Information Statement/Proxy Statement/Prospectus will, on the date it is first mailed to the stockholders of Excel or the shareholders of Teleglobe or at the time of the Excel Stockholders Meeting, if any, or the Teleglobe Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 F-4 and the Joint Information Statement/Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Act; providedrules and regulations of the SEC thereunder and with the applicable requirements of the Canadian Securities Laws. (ii) Notwithstanding the foregoing provisions of this Section 3.2(f), that no representation or warranty is made hereunder as by Teleglobe with respect to statements made or incorporated by reference in the Form S-4 F-4 or the Joint Information Statement/Proxy Statement/Prospectus that were not based on information supplied by Excel for inclusion or on behalf of incorporation by reference therein. (iii) If at any time prior to the Company Effective Time any event relating to Teleglobe or any Company Subsidiariesof its Affiliates, officers or directors should be discovered by Teleglobe which should be set forth in an amendment to the Form F-4 or a supplement to the Joint Information Statement/ Proxy Statement/Prospectus, Teleglobe shall promptly inform Excel.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries REIT I Parties or any other REIT I Subsidiary contained or incorporated by reference in the Proxy Statement/Prospectus Statement or the Form S-4 or that is provided by any of the Company and the Company Subsidiaries REIT I Parties or any other REIT I Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or thereof, at the time of the Stockholders Meeting, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cb) in the case of the Form S-4 or with respect to any other document to be filed by the Company REIT I with the SEC in connection with the Mergers 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. The Form S-4 All documents that REIT I is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT I, its officers, directors and partners and the Proxy Statement/Prospectus REIT I Subsidiaries (or other information supplied by or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein) will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesREIT II Parties.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Purchaser expressly for inclusion or incorporation by reference reference: (a) in the any current report on Form S-4 8-K, and any exhibits thereto or any other document filed report, form, registration or other filing made with any Governmental Authority (including the SEC in connection SEC) with respect to the transactions contemplated by this Agreement will or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) in through (c), will, when filed, made available, mailed or distributed, as the case of the Form S-4, at the time it becomes effective under the Securities Actmay be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, (b) in however, no representation or warranty is made as to the case accounting treatment of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingPurchaser’s issued and outstanding warrants, or as to any deficiencies in disclosure (c) including with respect to any other document accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities in Purchaser’s financial statements. None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreementdistributed, at the time of its filing with the SECas applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and Notwithstanding the Proxy Statement/Prospectus will (foregoing, Purchaser makes no representation, warranty or covenant with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not any information supplied by or on behalf of Pubco, the Company Target Companies or any Company Subsidiariesof their respective Affiliates.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing for Zurn xxx inclusion or incorporation by reference in (i) the registration statement on Form S-4 or any other document to be filed with the SEC by Superholdco in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Superholdco Common Stock in the case of Mergers (the Form "S-4") will, at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading and (ii) the joint proxy statement/prospectus relating to the meetings of Zurn'x xxxckholders and the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required USI's stockholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers or and the offer by Superholdco of the shares of Superholdco Common Stock issuable upon conversion of the Shares and the other transactions contemplated by this Agreementhereby (the "Joint Proxy Statement") will, at the time date mailed to stockholders of its filing Zurn xxx USI and at the times of the meetings of stockholders of Zurn xxx USI to be held in connection with the SECMergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time, any event with respect to the CompanyZurn, its xxs officers and trustees directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, Zurn xxxll promptly so advise USI and such event shall be so described, and such amendment or supplement (which USI shall have a reasonable opportunity to review) shall be promptly filed with the Company Subsidiaries) SEC and, as and to the extent required by law, disseminated to the stockholders of Zurn. Xxe Joint Proxy Statement, insofar as it relates to the meeting of Zurn'x xxxckholders to vote on Zurn Xxxger, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; providedrules and regulations thereunder, except that no representation or warranty is made hereunder as with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not therein based on information supplied by USI specifically for inclusion or on behalf of the Company or any Company Subsidiariesincorporation by reference in such document.

Information Supplied. None Subject to the Company's fulfillment -------------------- of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the information relating to the Company Exchange Act and any other applicable Law; and the Company Subsidiaries contained in Offer Documents will not, at the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document respective times they are filed with the SEC in connection with or published, sent or given to the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and Notwithstanding the Proxy Statement/Prospectus will (with respect to the Companyforegoing, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is hereby made hereunder as by Parent or Purchaser with respect to statements made any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in, the Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Form S-4 Schedule 14D-9 or the Proxy Statement/Prospectus that were not supplied by , shall occur which is required to be described in an amendment of, or on behalf of a supplement to, such document, Parent or Purchaser shall so describe the Company or any Company Subsidiariesevent to the Company.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries be supplied in writing by or on behalf of the Newco Parties for inclusion or incorporation by reference in (i) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4S-11 will, at the time it becomes effective under such document is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusSEC, at the any time of the mailing thereof such document is amended or supplemented or at the time the Company Shareholder Meeting such document is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed declared effective by the Company with the SEC in connection with the Mergers 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 not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the common stockholders of Nova I or Nova II, at the time of the Nova I Stockholders Meeting or Nova II Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Nova I Merger Effective Time or Nova II Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading. The Form S-4 and All documents that the Proxy Statement/Prospectus will (Newco Parties are responsible for filing with respect the SEC in connection with the REIT Mergers, to the Company, its officers and trustees and extent relating to the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation Newco Parties or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not other information supplied by or on behalf of the Company Newco Parties for Table of Contents inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Company SubsidiariesGovernmental Authority (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.04(e) will not apply to statements or omissions included in the Form S-11, Form S-4 or the Proxy Statement to the extent based upon information supplied to the Newco Parties on behalf of the Other Parties.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing PanEnergy for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any other document to be filed with the SEC by Duke in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Common Stock in the case of Merger (the Form "S-4") will, at the time it the S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by PanEnergy and included or incorporated by reference in the case Joint Proxy Statement will, at the date mailed to the stockholders of PanEnergy and the Proxy Statement/Prospectus, shareholders of Duke or at the time of the mailing thereof meeting of such stockholders or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required shareholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SECEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to PanEnergy or any of its Subsidiaries, or with respect to other information supplied by PanEnergy for inclusion in the CompanyJoint Proxy Statement or the S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of PanEnergy. The Joint Proxy Statement, insofar as it relates to PanEnergy or its officers and trustees and the Company Subsidiaries) Subsidiaries or other information supplied by PanEnergy for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus be supplied by Parent or that is provided by the Company and the Company Subsidiaries in writing Newco for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it the S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) and none of the information supplied or to be supplied by Parent or Newco and included or incorporated by reference in the case of the Proxy Statement/ProspectusProspectus will, at the date mailed to stockholders of the Company, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement meeting of a material fact or omit to state any material fact required such stockholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers or the other transactions contemplated by this AgreementMerger, at the time date mailed to limited partners of its filing with WDOP and WROP or at the SECEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Effective Time any event with respect to Parent or Newco or any of their Subsidiaries, or with respect to other information supplied by Parent or Newco for inclusion in the Proxy Statement/Prospectus or the S-4, shall occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement/Prospectus, such event shall be so described, and such amendment or supplement shall be promptly filed (if required to be filed) with the SEC. The Proxy Statement/Prospectus, insofar as it relates to Parent or Newco or other Subsidiaries of Parent or Newco or other information supplied by Parent or Newco for inclusion or incorporation by reference therein, will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries REIT II, Merger Sub or any other REIT II Subsidiary contained or incorporated by reference in the Joint Proxy Statement/Prospectus Statement or the Form S-4 or that is provided by the Company and the Company Subsidiaries REIT II, Merger Sub or any other REIT II Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Joint Proxy Statement/Prospectus, at the time of the initial mailing thereof or thereof; at the time of the REIT II Stockholders Meeting, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective by the SEC or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cb) in the case of the Form S-4 or with respect to any other document to be filed by the Company REIT II with the SEC in connection with the Mergers REIT 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. The Form S-4 All documents that REIT II is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT II, its officers, directors and partners and the Proxy Statement/Prospectus REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, provided that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.REIT I.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus (a) No written statement, certificate, instrument, or that is other writing provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC SGV to IndyMac in connection with the transactions contemplated due diligence of SGV undertaken by IndyMac prior to the date of this Agreement will (a) in and referenced on Exhibit A to the case representation letter of the Form S-4management of SGV delivered with this Agreement, at the time it becomes effective under the Securities Act, contain contains any untrue statement of material fact, or omits to state a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not materially misleading. No other written statement, (b) certificate, instrument, or other writing provided by SGV to IndyMac in connection with the due diligence of SGV undertaken by IndyMac prior to the date of this Agreement contains any inaccuracies such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, a SGV Material Adverse Effect. No written statement, certificate, instrument, or other writing, including the information included in the case of the Proxy Statement/ProspectusSGV Disclosure Memorandum, at the time of the mailing furnished or to be furnished by any SGV Entity or any Affiliate thereof to IndyMac, pursuant to this Agreement or at the time the Company Shareholder Meeting is heldany other document, agreement, or instrument referred to herein, contains or will contain any untrue statement of a material fact fact, or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not materially misleading, . (b) The information included in Section 6.23(b) of the SGV Disclosure Memorandum is correct and complete as of or at the date indicated therein. (c) None of the information supplied or to be supplied by SGV or any Affiliate for inclusion in the Registration Statement to be filed by SGV with the SEC will, when the Registration Statement becomes effective, shall be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by SGV or any Affiliate for inclusion in the Joint Proxy Statement to be mailed to each Party's stockholders in connection with the Stockholders' Meetings, and any other document documents to be filed by the Company SGV or any Affiliate with the SEC in connection with the Mergers or the other transactions contemplated by this Agreementhereby, will, at the respective time of its filing such documents are filed, and with respect to the SECJoint Proxy Statement, contain when first mailed to the Parties' respective stockholders, be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Form S-4 and , or, in the case of the Joint Proxy Statement/Prospectus will (Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Company, its officers and trustees and solicitation of any proxy for the Company Subsidiaries) Stockholders' Meetings. All documents that any SGV Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesLaw.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries Cowboy or any Cowboy Subsidiary contained or incorporated by reference in the Joint Proxy Statement/Prospectus Statement or the Form S-4 that is provided by the Company and the Company Subsidiaries in writing Cowboy or any Cowboy Subsidiary for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Joint Proxy Statement/Prospectus, including any amendment or supplement thereto, at the time of the mailing thereof or thereof, at the time of the Cowboy Stockholders Meeting, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective and 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, or (cb) in the case of the Form S-4 or with respect to any other document to be filed by the Company Cowboy with the SEC in connection with the Mergers 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. The Form S-4 All documents that Cowboy is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to Cowboy, their officers, directors and partners and the Proxy Statement/Prospectus Cowboy Subsidiaries (or other information supplied by or on behalf of Cowboy or any Cowboy Subsidiaries for inclusion therein) will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 by Frontier or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesMerger Sub.

Information Supplied. (a) None of the information relating supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary, or, to the Company and Knowledge of the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing Company, of ILPT for inclusion or incorporation by reference in (i) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it becomes effective under such document is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusSEC, at the any time of the mailing thereof such document is amended or supplemented or at the time the Company Shareholder Meeting such document is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed declared effective by the Company with the SEC in connection with the Mergers 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 not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the holders of the Company Common Shares and the holders of the Parent Common Shares, at the time of the Company Shareholder Meeting and the Parent Shareholder Meeting, at the time the Form S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading. The Form S-4 All documents that the Company is responsible for filing with the SEC in connection with this Agreement, the Merger and the Proxy Statement/Prospectus will (with respect other Transactions, to the Company, its officers and trustees and extent relating to the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made any Company Subsidiary or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not other information supplied by or on behalf of the Company or any Company SubsidiariesSubsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. (b) Notwithstanding anything to the contrary in this Section 4.12, the Company makes no representation or warranty with respect to statements made or incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

Information Supplied. (i) None of the information relating supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (A) the Company and Offer Documents or (B) the Company Subsidiaries contained in the Proxy Statement/Prospectus information supplied or that is provided to be supplied by the Company and the Company Subsidiaries in writing Parent or Merger Sub for inclusion or incorporation by reference in the Form S-4 or Proxy Statement, if any, the Schedule 14D-9 and (C) any other document documents to be filed with the SEC or any other Governmental Entity or foreign securities exchange in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4hereby, including any amendment or supplement to such documents, will, at the time it becomes effective under respective times such documents are filed, and, with respect to the Securities ActProxy Statement, if any, and the Offer Documents, when first published, sent or given to shareholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleadingfalse or misleading or, (b) in the case of the Proxy Statement/Prospectus, if any, or any amendment thereof or supplement thereto, at the time of the mailing thereof or Company Shareholders Meeting, if any, and at the time the Company Shareholder Meeting is heldEffective Time, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, false or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 misleading or necessary to correct any statement in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (any earlier communication with respect to the Company, its officers and trustees and Offer or the solicitation of proxies for the Company Subsidiaries) Shareholders Meeting, if any, which shall have become false or misleading. The Offer Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act and Securities Act and the Exchange Act; providedrules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.2(c), that no representation or warranty is made hereunder as by Parent or Merger Sub with respect to statements made or incorporated by reference in the Form S-4 Proxy Statement, if any, or the Proxy Statement/Prospectus that were not Offer Documents based on information supplied by or on behalf of the Company for inclusion or any Company Subsidiariesincorporation by reference therein.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries REIT I or any REIT I Subsidiary contained or incorporated by reference in the Joint Proxy Statement/Prospectus Statement or the Form S-4 or that is provided by the Company and the Company Subsidiaries REIT I or any REIT I Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Joint Proxy Statement/Prospectus, at the time of the initial mailing thereof or thereof, at the time of the REIT I Stockholders Meeting, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective by the SEC or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cb) in the case of the Form S-4 or with respect to any other document to be filed by the Company REIT I with the SEC in connection with the Mergers REIT 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. The Form S-4 All documents that REIT I is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT I, its officers, directors and partners and the Proxy Statement/Prospectus REIT I Subsidiaries (or other information supplied by or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein) will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, provided that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company REIT II or any Company SubsidiariesMerger Sub.

Information Supplied. None of the information relating to the Company and the Company Subsidiaries REIT I or any REIT I Subsidiary contained or incorporated by reference in the REIT I Proxy Statement/Prospectus Statement or the Form S-4 or that is provided by the Company and the Company Subsidiaries any of REIT I or any REIT I Subsidiary in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the REIT I Proxy Statement/Prospectus, at the time of the initial mailing thereof or thereof, at the time of the REIT I Shareholders Meeting, at the time the Company Shareholder Meeting Form S-4 is helddeclared effective by the SEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (cb) in the case of the REIT I Proxy Statement or with respect to any other document to be filed by the Company REIT I with the SEC in connection with the Mergers 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. The Form S-4 All documents that REIT I is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT I, its officers, directors and partners and the Proxy Statement/Prospectus REIT I Subsidiaries (or other information supplied by or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein) will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesNNN REIT Parties.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be included by the Company and the Company Subsidiaries in writing for inclusion or incorporation Wilshire by reference in the Form S-4 or any other document shall at the time the Form S-4 is filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) in the case of the . The Proxy Statement/ProspectusProspectus shall not, at the date of mailing to stockholders and at the time of the mailing thereof or at the time the Company Shareholder Meeting is heldSaehan Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact respecting Wilshire 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 (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements If Wilshire becomes aware that any information furnished by it would cause any of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not supplied by false or on behalf of misleading, Wilshire will promptly inform Saehan thereof. The representations and warranties in this subsection (d) shall not apply to statements in or omissions from the Company Form S-4 or any Company Subsidiariesamendment thereto or the Proxy Statement/Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to Wilshire by Saehan in writing, in each case expressly for use therein.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Bakex Xxxhxx xx Sub for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it the S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by Bakex Xxxhxx xx Bakex Xxxhxx Xxx and included or incorporated by reference in the Proxy Statement will, at the date mailed to stockholders of Drilex or at the time of the meeting of such stockholders to be held in connection with the Merger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 17 24 the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to Bakex Xxxhxx xx any of its Subsidiaries, or with respect to other information supplied by Bakex Hughxx xx Sub for inclusion in the CompanyProxy Statement or S-4, its officers shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and trustees and such amendment or supplement shall be promptly filed with the Company Subsidiaries) SEC. The Proxy Statement, insofar as it relates to Bakex Xxxhxx, Xxb or other Subsidiaries of Bakex Xxxhxx xx other information supplied by Bakex Xxxhxx xx Sub for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Parent Common Stock in the case of Merger (the Form "S-4") will, at the time the S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, and (bii) in the case proxy statement relating to the meeting of the Proxy Statement/ProspectusCompany's shareholders, at the time and, if required, a meeting of the mailing thereof or at the time the Company Shareholder Meeting is heldParent's shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers or Merger (the other transactions contemplated by this Agreement"Proxy Statement") will, at the time date mailed to shareholders and at the times of its filing the meeting or meetings of shareholders to be held in connection with the SECMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to the Company, its officers and trustees and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company Subsidiariesshall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company. The Proxy Statement, insofar as it relates to the meeting of the Company's shareholders to vote on the Merger, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. No statement, certificate, instrument or other writing furnished or to be furnished by the Company or any affiliate (as defined in Section 8.03) thereof to Merger Co., or any affiliate thereof, pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in (i) the Form S-4 or any other document will, at the time the Form S-4 is filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, misleading and (bii) in the case proxy statement to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement/Prospectus") will, at the date it is first mailed to the stockholders of the Company and at the time of the mailing thereof or at the time the Company Shareholder Meeting is heldStockholders 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, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 will, as of its effective date, and the Proxy Statement/Prospectus will (with respect to the Companyprospectus contained therein will, as of its officers and trustees and the Company Subsidiaries) date, comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder. 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 Securities Act and the Exchange Act; providedAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, that the Company makes no representation or warranty is made hereunder as with respect to statements made any information supplied by Merger Co. or incorporated by reference any of its affiliates or representatives specifically for inclusion in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus be supplied by or that is provided by the Company and the Company Subsidiaries in writing on behalf of Azteca for inclusion or incorporation by reference in (i) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4Registration Statement will, at the time it the Registration Statement becomes effective under the Securities Act (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective under the Securities Act, ) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, ; and (bii) in the case of the Proxy Statement/ProspectusProspectus will, at the date the Proxy Statement/Prospectus is first mailed to Azteca's stockholders and holders of Stockholder Warrants and at the time of the mailing thereof or at the time the Company Shareholder Meeting is heldAzteca Stockholder Approval and Warrantholders Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act; providedapplicable published rules and regulations thereunder at the date the Proxy Statement/Prospectus is first mailed to Azteca's stockholders and holders of Stockholder Warrants and at the time of the Azteca Stockholder Approval and Warrantholders Approval. Notwithstanding the foregoing provisions of this Section 5.6(c), that no representation or warranty is made hereunder as by Azteca with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus and the Registration Statement that were was not supplied by or on behalf of the Company Azteca specifically for inclusion or any Company Subsidiariesreference therein.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Bakex Xxxhxx xx Sub for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it the S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by Bakex Xxxhxx xx Bakex Xxxhxx Xxx and included or incorporated by reference in the case Proxy Statement will, at the date mailed to stockholders of the Proxy Statement/Prospectus, Drilex or at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement meeting of a material fact or omit to state any material fact required such stockholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SECEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to Bakex Xxxhxx xx any of its Subsidiaries, or with respect to other information supplied by Bakex Xxxhxx xx Sub for inclusion in the CompanyProxy Statement or S-4, its officers shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and trustees and such amendment or supplement shall be promptly filed with the Company Subsidiaries) SEC. The Proxy Statement, insofar as it relates to Bakex Xxxhxx, Xxb or other Subsidiaries of Bakex Xxxhxx xx other information supplied by Bakex Xxxhxx xx Sub for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. None of the information relating to the Company (a) The Schedule TO and the Company Subsidiaries contained in the Proxy Statement/Prospectus each Offer Document or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed or required to be filed by Parent or Purchaser with the SEC for use in connection with the transactions contemplated by Offer or the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Agreement Section 4.8(a) will (a) not apply to statements or omissions included in the case Offer Documents based upon information furnished to Parent or Purchaser in writing by the Company specifically for use therein. (b) (i) Each Offer Document or other document required to be distributed or disseminated to the stockholders of the Form S-4Company by Parent or Purchaser in connection with the Offer or the Merger, or any supplement or amendment thereto, at the time it becomes effective of any distribution or dissemination, will not 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 were made, not misleading. The representations and warranties contained in this Section 4.8(b) will not apply to statements or omissions included in the Securities ActOffer Documents based upon information furnished to Parent or Purchaser in writing by the Company specifically for use therein. (c) The information with respect to Parent or Purchaser or any of their Subsidiaries that Parent or Purchase furnishes to the Company in writing specifically for use in the Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents, at the time of any distribution or dissemination of the Company Disclosure Documents, at the time of the consummation of the Offer and at the time of the 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 made therein, in the light of the circumstances under which they are were made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. (a) None of the information relating supplied or to the Company and the Company Subsidiaries contained be supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Proxy Statement/Prospectus or that is provided Registration Statement to be filed by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed Buyer with the SEC in connection SEC, will, when the Registration Statement becomes effective, be false or misleading with the transactions contemplated by this Agreement will (a) in the case of the Form S-4respect to any material fact, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required necessary to make the statements therein not misleading. (b) None of the information supplied or to be stated therein supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement/Prospectus to be mailed to each Party's stockholders in connection with the Stockholders' Meetings, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement/Prospectus, when first mailed to the stockholders of Target and stockholders of Buyer, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, (b) or, in the case of the Joint Proxy Statement/ProspectusProspectus or any amendment thereof or supplement thereto, at the time of the mailing thereof Stockholders' Meetings, be false or at the time the Company Shareholder Meeting is heldmisleading with respect to any material fact, contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein or necessary correct any statement in order any earlier communication with respect to make the statements therein, in light solicitation of any proxy for the circumstances under which they are made, not misleading, or Stockholders' Meetings. (c) All documents that any Buyer Entity or any Affiliate thereof is responsible for filing with respect to any other document to be filed by the Company with the SEC Regulatory Authority in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus hereby will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the provisions of applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company SubsidiariesLaw.

Information Supplied. None of the information relating (i) Nxxx xx xxx xxxormation supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Warner-Lambert for inclusion or incorporation by reference in (A) the xxxxxxxation statement on Form S-4 or any other document to be filed with the SEC by Warner-Lambert in connection with the transactions contemplated by this Agreement will issuance of shares of Warner- Xxxxxxx Xommon Stock in connection with the Merger, or xxx xx xxx xxxxdments or supplements thereto (acollectively, the "Form S-4") in will, at the case of time the Form S-4S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the proxy statement for use relating to the adoption by the stockholders of Agouron of this Agreement or any of the amendments or supplements thereto (collectively, the "Proxy Statement") will, on the date it is first mailed to Agouron stockholders or at the time of the Agouron Stockholders Meeting ( as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Act; providedrules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 3.1(e), that no representation or warranty is made hereunder as by Warner-Lambert with respect to statements made or incorporated by reference in xx xxxxxxxxx xn the Form S-4 or the Proxy Statement/Prospectus that were not based on information supplied by Agouron for inclusion or on behalf of the Company or any Company Subsidiariesincorporation by reference therein.

Information Supplied. None of the information relating (a) supplied or to be supplied by or on behalf of the Company and the Company or any of its Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) registration under the Securities Act of the shares of Parent Common Stock to be issued in the case of Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4, or any amendment or supplement to it, is filed with the SEC, or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading and (b) included or incorporated in the case proxy statement to be sent to the shareholders of the Company (the “Company Shareholders”) relating to the Company Shareholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) will, at the date it, or any amendment or supplement to it, is mailed to the Company Shareholders or at the time of the mailing thereof or at the time the Company Shareholder Meeting is heldShareholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading, ; provided that no representation or (c) with respect to any other document to be filed warranty is made by the Company with the SEC in connection with the Mergers this Section 3.11 regarding such portions thereof that relate expressly to Parent or the other transactions contemplated by this Agreement, at the time any of its filing with the SECSubsidiaries, contain including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or any untrue statement of a material fact its Subsidiaries (including Merger Sub) for inclusion or omit to state any material fact required to be stated therein or necessary in order to make the statements incorporation by reference therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus Statement will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act ICL and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesother applicable Law.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing NDS for inclusion or incorporation by reference in the Registration Statement on Form S-4 or any other document to be filed with the SEC in connection with the transactions contemplated by this Agreement will (a) issuance of shares of UEC Common Stock in the case of Merger (the Form "S-4") will, at the time the S-4 is filed with the SEC or when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by NDS and included or incorporated by reference in the case Proxy Statement will, at the date mailed to stockholders of the Proxy Statement/Prospectus, NDS or at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement meeting of a material fact or omit to state any material fact required such stockholders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to NDS or any of its Subsidiaries, or with respect to other information supplied by NDS for inclusion in the CompanyProxy Statement or S-4, shall occur that is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of NDS. The Proxy Statement, insofar as it relates to NDS or its officers and trustees and the Company Subsidiaries) Subsidiaries or other information supplied by NDS for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; providedrules and regulations thereunder, except that no representation representations or warranty is warranties are made hereunder as by NDS with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not therein based on information supplied by or on behalf of the Company UEC or any Company of its Subsidiaries.

Information Supplied. None of the information relating supplied or to be supplied by Pubco or the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing Cayman Merger Sub expressly for inclusion or incorporation by reference reference: (a) in the any Current Report on Form S-4 8-K, and any exhibits thereto or any other document filed report, form, registration or other filing made with any Governmental Authority (including the SEC in connection SEC) or stock exchange (including the NYSE) with respect to the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain or any untrue statement of a material fact or omit to state any 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, Ancillary Documents; (b) in the case of the Proxy Registration Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, ; or (c) in the mailings or other distributions to the holders of Purchaser Securities or Pubco’s stockholders and/or prospective investors with respect to any other document to be filed by the Company with consummation of the SEC in connection with the Mergers or the other transactions contemplated by this AgreementAgreement or in any amendment to any of documents identified in (a) through (c), at will, when filed, made available, mailed or distributed, as the time of its filing with the SECcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 None of the information supplied or to be supplied by Pubco or the Cayman Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Proxy Statement/Prospectus will (Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Pubco nor the Cayman Merger Sub makes any representation, warranty or covenant with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not any information supplied by or on behalf of Purchaser, the Company Target Companies, the Shareholders or any Company Subsidiariesof their respective Affiliates.

Information Supplied. None of the information relating supplied or to the Company and the Company be supplied by IMC or its Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any other document to be filed with the SEC by Newco in connection with the transactions contemplated by this Agreement will issuance of shares of Newco Stock (aother than Newco Class B Common Stock) in the case of Merger (and, to the extent permitted under applicable SEC rules and regulations, the Contribution) (as amended or supplemented from time to time, the “Form S-4”) will, at the time it the Form S-4 becomes effective under the Securities 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, misleading or (b) the proxy statement relating to the IMC Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the case of form or forms mailed to IMC’s stockholders, the “Proxy Statement/Prospectus”) will, at the date it is first mailed to the stockholders of IMC and at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECIMC Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and Notwithstanding the Proxy Statement/Prospectus will (with respect to the Companyforegoing, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as by IMC with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not Statement based on information supplied by Newco or on behalf of Cargill or its Subsidiaries specifically for inclusion or incorporation by reference in the Company Form S-4 or any Company Subsidiariesthe Proxy Statement.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus be supplied by X. X. Xxxxx or that is provided by the Company and the Company Subsidiaries Merger Sub in writing for inclusion or incorporation by reference in the Form S-4 S-4, the Joint Proxy Statement/Prospectus or in any other document filed with the SEC materials to be delivered by X. X. Xxxxx or Merger Sub to potential financing sources in connection with the transactions contemplated by this Agreement will (ai) in the case of the Form S-4, at the time it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (bii) in the case of the Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder X. X. Xxxxx Stockholder Meeting is to be held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, or (ciii) with respect to in the case of any other document materials to be filed by the Company with the SEC delivered to potential financing sources in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECdate such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to the CompanyX. X. Xxxxx, its Merger Sub, their respective officers and trustees directors, and the Company X. X. Xxxxx Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, provided that no representation or warranty is made hereunder as to statements made or incorporated by reference by CPA17. As of the date of this Agreement, W. P. Xxxxx, in the Form S-4 or exercise of its duties as advisor to CPA17 pursuant to the Proxy Statement/Prospectus that were CPA17 Advisory Agreement, does not supplied by or on behalf have Knowledge of the Company existence of any fact, event or any Company Subsidiariescircumstance that constitutes a CPA17 Material Adverse Effect.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Duke for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it the S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading, (b) and none of the information supplied or to be supplied by Duke and included or incorporated by reference in the case Joint Proxy Statement will, at the date mailed to the holders of Duke Common Stock and the Proxy Statement/Prospectus, holders of PanEnergy Common Stock or at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement meetings of a material fact or omit to state any material fact required such holders 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 (c) with respect to any other document to be filed by the Company with the SEC held in connection with the Mergers Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SECEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If at any time prior to the Proxy Statement/Prospectus will (Effective Time any event with respect to Duke or any of its Subsidiaries, or with respect to other information supplied by Duke for inclusion in the CompanyJoint Proxy Statement or S- 4, shall occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the holders of Duke Common Stock. The Joint Proxy Statement, insofar as it relates to Duke or its officers and trustees and the Company Subsidiaries) Subsidiaries or other information supplied by Duke for inclusion therein, will comply as to form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesrules and regulations thereunder.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided be supplied by the Company and the Company Subsidiaries in writing Parent specifically for inclusion or incorporation by reference in (a) the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4will, at the time it becomes effective under such document is filed with the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/ProspectusSEC, at the any time of the mailing thereof such document is amended or supplemented or at the time such document is declared effective by the Company Shareholder Meeting is heldSEC, contain any untrue statement of a material fact or omit to state any 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 (cb) with respect the Joint Proxy Statement will, at the date it is first mailed to any other document to be filed by the shareholders of the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreementand of Parent, at the time of its filing with the SECParent Shareholders Meeting and the Company Shareholders 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. The Form S-4 and All documents that Parent is responsible for filing with the Proxy Statement/Prospectus will (SEC in connection with respect the transactions contemplated herein, to the Companyextent relating to Parent or any Subsidiary of Parent or other information supplied by or on behalf of Parent or any Subsidiary of Parent for inclusion therein, its officers and trustees and the Company Subsidiaries) will comply as to form in all material respects with the applicable requirements provisions of the Exchange Act or the Securities Act Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the Exchange Act; providedSEC) in connection with the transactions contemplated herein will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, that no representation or warranty is made hereunder as by Parent with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus that were not Statement based on information supplied by or on behalf of the Company specifically for inclusion or any Company Subsidiariesincorporation by reference therein.

Information Supplied. (i) None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus be supplied by or that is provided by the Company and the Company Subsidiaries in writing on behalf of such Party for inclusion or incorporation by reference in Parent’s Registration Statement will, at the Form S-4 or any other document time the Registration Statement is filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, . (bii) None of the information supplied or to be supplied by or on behalf of such Party for inclusion or incorporation by reference in the case Proxy/Prospectus will, at the date the Proxy/Prospectus is mailed to stockholders of the Proxy Statement/Prospectus, Company or at the time of the mailing thereof meeting of stockholders of the Company to be held in connection with the Merger (the “Company Stockholders 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 light of the circumstances under which they are made, not misleading. (iii) None of the information supplied or to be supplied by or on behalf of such Party for inclusion or incorporation by reference in the Management Information Circular relating to the meeting of Parent’s shareholders to be held in connection with the Merger will, at the date the Management Information Circular is mailed to shareholders of Parent or at the time of the Company Shareholder Meeting is heldmeeting of shareholders of Parent to be held in connection with the Merger (the “Parent Shareholders Meeting”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or . (civ) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no No representation or warranty is made hereunder as by such Party with respect to information or statements made or incorporated by reference in the Form S-4 Registration Statement, the Proxy/Prospectus or the Proxy Statement/Prospectus that were not Management Information Circular based on information regarding the other Party or the other Party’s Affiliates supplied by or on behalf of the Company other Party or any Company Subsidiariesthe other Party’s Affiliates for inclusion or incorporation by reference therein.

Information Supplied. None of the information relating supplied or to the be supplied by Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the registration statement on Form S-4 or any other document to be filed by the Buyer with the SEC Securities and Exchange Commission (the “Commission”) in connection with the transactions contemplated registration of the Buyer Common Stock issuable upon conversion of the Company Common Stock in the Merger, and any amendments thereto (the “Form S-4”), the proxy statement filed by this Agreement will the Company with the Commission in connection with the meeting of the Company’s stockholders with respect to the Merger (the “Company Stockholders Meeting”) or the proxy statement filed by the Buyer with the Commission in connection with the meeting of the Buyer’s stockholders with respect to the Merger (the “Buyer Stockholders Meeting”), if any, and, in each case, any amendments or supplements thereto, either or both of which shall be the same as a proxy statement/prospectus contained in the Form S-4 (each such proxy statement/prospectus and any amendments or supplements thereto, collectively referred to herein as the “Joint Proxy Statement/Prospectus”), will, (a) in the case of the Form S-4, at the time it the Form S-4 becomes effective under the Securities ActAct or at the Effective Time, or (b) in the case of the Joint Proxy Statement/Prospectus, (i) at the time of the mailing of the Joint Proxy Statement/Prospectus and any amendments or supplements thereto, (ii) at the time of each of the Buyer Stockholders Meeting, if any, and the Company Stockholders Meeting, or (iii) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to the Companycomply, as of its officers and trustees and the Company Subsidiaries) comply mailing date, as to form in all material respects with all applicable law, including the applicable requirements provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act; provided”). Notwithstanding the foregoing provisions of this Section 3.4, that the Company makes no representation or warranty is made hereunder as with respect to the statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus that were not Prospectus, based on information supplied by Buyer for inclusion or on behalf of the Company or any Company Subsidiariesincorporation by reference therein.

Information Supplied. None of (a) As subsequently updated, amended, modified or adjusted pursuant to Section 8.4, the information relating to the Company each of RMT Partner and the Company Merger Sub and their respective Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement or any Transaction Document to be provided by RMT Partner, Merger Sub or their respective Subsidiaries specifically for inclusion in, or incorporation by reference into, (i) the Split Off TO and the Proxy Statement will not, on the date the Split Off TO (aif applicable) in and the case of Proxy Statement, respectively, are first mailed to the Form S-4Remainco stockholders or the RMT Partner shareholders (as applicable), (ii) the Distribution Registration Statement and the RMT Partner Registration Statement will not, at the time it becomes the Distribution Registration Statement or the RMT Partner Registration Statement (and in each case any amendment or supplement thereto), respectively, are filed with the SEC, are declared effective under by the Securities ActSEC or are first mailed to the RMT Partner shareholders or Remainco stockholders (as applicable), (iii) the Proxy Statement will not, at the time of the RMT Partner Shareholders Meeting, (iv) the Distribution Registration Statement will not, on the date of the Distribution or at the closing of the Exchange Offer (as applicable), or (v) the RMT Partner Registration Statement will not, at the Effective Time, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers 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 were made, not misleading. The Form S-4 and Notwithstanding the Proxy Statement/Prospectus will (with respect to the Companyforegoing provisions of this Section 7.24(a), its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as by RMT Partner or Merger Sub with respect to information or statements made or incorporated by reference in the Form S-4 Securities Filings, which information or the Proxy Statement/Prospectus that statements were not supplied by or on behalf of RMT Partner or Merger Sub. (b) The Securities Filings that RMT Partner and Merger Sub will file (jointly or otherwise) pursuant to Section 8.4 will comply in all material respects as to form with the Company or any Company Subsidiariesapplicable requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder.

Information Supplied. None (a) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information relating supplied or to the Company and the Company be supplied by it or its Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 or any other document to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement will (a) issuance of shares of Parent Common Stock in the case of Merger (including the Form S-4joint proxy statement and prospectus (the "Prospectus/Proxy ---------------- Statement") constituting a part thereof) (the "S-4 Registration Statement") --------- -------------------------- will, at the time it the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) 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 light of the circumstances under which they are were made, not misleading, . (b) in As soon as practicable following the case date of this Agreement, Company and Parent shall prepare the Prospectus/Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the . Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinshall, in light of cooperation with Parent, file the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company Prospectus/Proxy Statement with the SEC as its preliminary proxy statement and Parent shall, in connection cooperation with Company, prepare and file with the Mergers or SEC 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 thereinRegistration Statement, in light which the Prospectus/Proxy Statement will be included. Each of Company and Parent shall use commercially reasonable efforts to have the circumstances Registration Statement declared effective under which they are made, not misleading. The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act as promptly as practicable after such filing and to keep the Exchange Act; providedRegistration Statement effective as long as is necessary to consummate the Merger. Parent and Company shall mail the Prospectus/Proxy Statement to their respective stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, that no representation if necessary, after the Prospectus/Proxy Statement shall have been so mailed, promptly circulate supplemental or warranty is made hereunder as to statements made or incorporated by reference amended proxy material, and, if required in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiariesconnection therewith, resolicit proxies.

Information Supplied. None of the information relating supplied or to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus be supplied by Parent or that is provided by the Company and the Company Subsidiaries Merger Sub in writing expressly for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Company Proxy Statement/ProspectusStatement will, at the time of the mailing thereof or of the meeting at which Company Shareholder Approval is to be taken, or at the time the Company Shareholder Meeting is held, contain date of any untrue statement of a material fact amendment thereof or omit to state any 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 (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SECsupplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and If, at any time prior to the Proxy Statement/Prospectus will (Effective Time, any event with respect to Parent or Merger Sub (including their respective officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Company Proxy Statement, each of Parent and Merger Sub shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by Law, disseminated to the shareholders of the Company, its officers and trustees such amendment or supplement shall comply in all material respects with all provisions of applicable Law. The Offer Documents (and any amendment thereof or supplement thereto) will not, when filed with the Company Subsidiaries) SEC or at the time of distribution or dissemination thereof to the Company’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Offer Documents will comply as to form in all material respects with the applicable requirements of the Securities Act federal securities Laws and the Exchange Act; providedrules and regulations thereunder. Notwithstanding the foregoing, that no neither Parent nor Merger Sub makes any representation or warranty is made hereunder as with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not any information supplied by or on behalf of the Company or any of its respective representatives for inclusion in the Offer Documents or the Company SubsidiariesProxy Statement.