Common use of Information to be Supplied Clause in Contracts

Information to be Supplied. (a) The information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time of the mailing thereof and at the time of the Company Stockholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 based on information supplied by Holding or Acquiror for inclusion or incorporation by reference therein.

Information to be Supplied. (a) The information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading. (b) The information supplied or to be supplied by Holding and Acquiror for inclusion or incorporation by reference in (iii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. , and (bii) The the Proxy Statement will, at the time of the mailing thereof and at the time of the Company Stockholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) The Registration Proxy Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Companyrelating to Holding and Acquiror) and the Proxy Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company neither Holding nor Acquiror makes no any representation or warranty with respect to any statements made or incorporated by reference in the Registration Proxy Statement, the Proxy Registration Statement or the Schedule 13E-3 based on information supplied by Holding or Acquiror the Company for inclusion or incorporation by reference therein.

Information to be Supplied. (a) The information supplied or to be supplied by the Company First Star for inclusion or incorporation by reference in (i) the Registration Statement willProxy Statement, at the time the Registration Proxy Statement is filed with authorized for use and as of the SEC date of the special meeting of Voting Depositors convened by NSB for the purpose of considering and approving this Agreement and the Plan of Conversion and the transactions contemplated hereunder and thereunder, will not contain any statement which, at the time and in the light of the circumstances under which it becomes effective under the Securities Actis made, not contain is false or misleading with respect to any untrue statement of material fact, or which 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 not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended false or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time of the mailing thereof and at the time of the Company Stockholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies a proxy for the Company Stockholder Meeting such special meeting which has become untrue false or misleading. (c) . The Registration Statement and the Schedule 13E-3 (in each case with respect information to information provided be supplied by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference First Star for inclusion in the Registration Statement, at the Proxy time the Registration Statement is declared effective, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Schedule 13E-3 based on statements made therein not misleading. The information to be supplied by Holding or Acquiror First Star for inclusion in the Offering Documents, as of their date and at the Closing Date, will not contain any untrue statement of a material fact or incorporation omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied, or to be supplied, by reference thereinFirst Star for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects.

Information to be Supplied. (a) The information supplied or to be supplied by the Company NSB for inclusion or incorporation by reference in (i) the Registration Statement willProxy Statement, at the time the Registration Proxy Statement is filed with authorized for use and as of the SEC date of the special meeting of Voting Depositors convened by NSB for the purpose of considering and approving this Agreement and the Plan of Conversion and the transactions contemplated hereunder and thereunder, will not contain any statement which, at the time it becomes effective and in the light of the circumstances under the Securities Actwhich ft is made, not contain is false or misleading with respect to any untrue statement of material fact, or which 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 not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended false or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time of the mailing thereof and at the time of the Company Stockholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies a proxy for the Company Stockholder Meeting such special meeting which has become untrue false or misleading. (c) . The Registration Statement and the Schedule 13E-3 (in each case with respect information to information provided be supplied by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference NSB for inclusion in the Registration Statement, at the Proxy time the Registration Statement is declared effective, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Schedule 13E-3 based on statements made therein not misleading. The information to be supplied by Holding or Acquiror NSB for inclusion in the Offering Documents, as of their date and at the Closing Date, will not contain any untrue statement of a material fact or incorporation omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied, or to be supplied, by reference thereinNSB for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects.

Information to be Supplied. (a) The information supplied or to be supplied by the Company Entergy for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is Entergy Filings or ITC Filings to be filed with the SEC and shall not, on the date of its filing or, in the case of the ITC Form S-4 or the TransCo Registration Statements, at the time it becomes effective under the Securities Act or Exchange Act, not contain any untrue statement of a material fact as applicable, or omit to state any material fact required to be stated therein or necessary in order to make on the statements therein not misleading and (ii) date the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement willis mailed to the ITC Shareholders, at the time of the mailing thereof ITC Shareholder Meeting and at on the time of the Company Stockholder MeetingDistribution Date, not 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 or omit to state any material fact necessary to correct any statement in any earlier communication misleading, provided, however, that with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to projected financial information provided by or incorporated on behalf of Entergy, Entergy represents only that such information was prepared in good faith by reference from, management of Entergy on the Companybasis of assumptions believed by such management to be reasonable as of the time made. (b) and All documents that Entergy or any of its Subsidiaries is responsible for filing with any Governmental Authority after the Proxy Statement date hereof in connection with the Transactions will comply as to form in all material respects with the provisions of all applicable Laws and Orders. All information supplied or to be supplied by Entergy or any of its Subsidiaries in any document, other than the Securities Act Entergy Filings and the Exchange ActITC Filings, which are addressed in Section 2.06(a), filed with any Governmental Authority after the date hereof in connection with the Transactions will be, at the time of filing, true and correct in all material respects. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 based on information supplied by Holding or Acquiror for inclusion or incorporation by reference therein.

Information to be Supplied. (a) The None of the information supplied or to be supplied by Parent to the Company for inclusion or incorporation in the Proxy Statement to be filed by reference the Company with the SEC and to be sent to the shareholders of the Company in (i) connection with the Registration Statement Shareholders Meeting will, at the time it is sent to the Registration Statement is shareholders of the Company or at the time of the Shareholders 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. (b) Each document required to be filed by Parent or Acquisition Corp. with the SEC in connection with the Transactions (the "Parent Disclosure Documents"), including, without limitation, the Offer Documents, to be filed with the SEC in connection with the Offer or the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and at the time it becomes effective rules and regulations thereunder. (c) None of the Offer Documents or any other document required to be filed by Parent or Acquisition Corp. with the SEC in connection with the Offer, the Merger or any other transaction contemplated hereby, nor any information supplied by Parent or Acquisition Corp. for inclusion in the Schedule 14D-9, any filing pursuant to Rule 14f-1 under the Securities Exchange Act, not the Proxy Statement or any such other filings by the Company, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, will, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time of the mailing thereof and at the time of the Company Stockholder Meeting, 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 light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) Notwithstanding any provision to the foregoingcontrary in this Agreement, the Company makes no representation representations and warranties contained in this Section 5.07 will not apply to statements or warranty with respect to any statements made or incorporated by reference omissions included in the Registration Statement, the Proxy Statement Parent Disclosure Documents or the Schedule 13E-3 Offer Documents based on upon information supplied furnished to Parent or Acquisition Corp. in writing by Holding the Company or Acquiror any of their representatives specifically for inclusion or incorporation by reference use therein.

Information to be Supplied. (a) The Each of the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger, as amended or supplemented from time to time (as so amended and supplemented, the "Merger Registration Statement"), the Offer Documents and the other documents required to be filed by Parent with the SEC in connection with the Offer, the Merger and the Transaction will comply as to form, in all material respects, with the requirements of the Exchange Act and the Securities Act, as the case may be. Each of the Merger Registration Statement, the Offer Documents and the other documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the Transaction and any information supplied or to be supplied by the Company Parent or its subsidiaries or representatives for inclusion or incorporation by reference in (i) the Registration Statement willSchedule 14D-9 or the Proxy Statement/Prospectus will not, on the date of its filing or mailing or at the time the Registration Statement is filed with the SEC and at the time it becomes they become effective under the Securities ActAct or, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time case of the mailing thereof Offer Registration Statement, on the dates the Offer Registration Statement is mailed to stockholders of the Company and on the Acceptance Date and, in the case of the Merger Registration Statement, at the time of the Company Stockholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (db) Notwithstanding the foregoingforegoing provisions of this Section 6.07, the Company makes no representation or warranty is made by Parent with respect to any statements made or incorporated by reference in the Merger Registration Statement, the Proxy Statement or the Schedule 13E-3 Offer Documents based on information supplied by Holding or Acquiror on behalf of the Company and its Subsidiaries for inclusion or incorporation by reference thereintherein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 5.08.

Information to be Supplied. (a) The information supplied or Proxy Statement/Prospectus and any other documents to be supplied filed by the Company for inclusion or incorporation by reference with the SEC in connection with the Merger and the other transactions contemplated hereby will (i) in the Registration Statement will, at case of the time the Registration Statement is Proxy Statement/Prospectus and any such other documents filed with the SEC under the Exchange Act or the Securities Act), comply as to form in all material respects with the requirements of the Exchange Act and at the time it becomes effective under the Securities Act, not contain any untrue statement respectively, and will not, on the date of a material fact or omit to state any material fact required to be stated therein or necessary its filing or, in order to make the statements therein not misleading and (ii) case of the Schedule 13E-3 willProxy Statement/Prospectus, at on the time date it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit mailed to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time shareholders of the mailing thereof Company and at the time of the Company Stockholder Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement misleading. (b) The information supplied by the Company for inclusion in any earlier communication filing by Parent or Merger Sub with the Finnish Financial Supervision Authority or the HSE in respect of the Merger (including, without limitation, any listing particulars under the Securities Market Act of 1989, as amended (the "Market Act"), Chapter 2, Section 3 relating to Parent Ordinary Shares (the "Listing Particulars") and any shareholder circular to be distributed to the solicitation shareholders of proxies for Parent) (together with any amendments or supplements thereto, the Company Stockholder Meeting which has become untrue or misleading"Parent Disclosure Documents") will, as of the date of such filing, be, in all material respects, in accordance with the facts and will not omit anything materially likely to affect the import of such information. (c) The Registration Statement and Notwithstanding the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the foregoing provisions of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoingthis Section 4.6, the Company makes no representation or warranty is made by the Company with respect to any statements made or incorporated by reference in the Registration Statement, the Proxy Statement Statement/Prospectus or the Schedule 13E-3 Parent Disclosure Documents based on information supplied by Holding Parent, its Subsidiaries, or Acquiror Merger Sub expressly for inclusion or incorporation by reference therein.

Information to be Supplied. (ai) The None of the information supplied or to be supplied by Acquirer and Merger Sub to the Company for inclusion in any Proxy Statement to be filed by the Company with the SEC and to be sent to the stockholders of the Company in connection with the Special Meeting will (except to the extent revised or incorporation superseded by reference in (i) the Registration Statement willamendments or supplements contemplated hereby), at the time it is sent to the Registration stockholders of the Company or at the time of the Special 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. (ii) Each document required to be filed by Acquirer or Merger Sub with the SEC in connection with the Merger or any other transaction contemplated by this Agreement (the “Acquirer Disclosure Documents”) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. (iii) No document required to be filed by Acquirer or Merger Sub with the SEC in connection with the Merger or any other transaction contemplated hereby, nor any information supplied by Acquirer or Merger Sub for inclusion in the Proxy Statement is or any other filings by the Company, or any amendments or supplements thereto, shall, at the respective time the Proxy Statement or any such other filings by the Company, or any amendments or supplements thereto, are filed with the SEC and at or are first published, sent or given to stockholders of the time it becomes effective under Company, as the Securities Actcase may be, not when filed, 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 therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time of the mailing thereof and at the time of the Company Stockholder Meeting, 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 light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (civ) The Registration Statement and Notwithstanding any provision to the Schedule 13E-3 (contrary in each case with respect to information provided by or incorporated by reference fromthis Agreement, the Companyrepresentations and warranties contained in this Section 4.02(g) and will not apply to statements or omissions included in the Proxy Statement will comply as Acquirer Disclosure Documents based upon information furnished to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, Acquirer or Merger Sub by the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 based on information supplied by Holding or Acquiror of its Representatives specifically for inclusion or incorporation by reference use therein.

Information to be Supplied. (a) The None of the information supplied or -------------------------- to be supplied by the Company specifically for inclusion or incorporation by reference in (i) in the registration statement on Form F-4 or on Form F-6 to be filed with the SEC by Parent in connection with the issuance of Parent ADSs in the Merger (the "Registration Statement Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. , (bii) The in any filing by Parent or Merger Sub with the Finnish Financial Supervision or the HSE in respect of the Merger (including, without limitation, any listing particulars under the Securities Market Act of 1989, as amended (the "Market Act"), Chapter 2, Section 3 relating to Parent Ordinary Shares (the "Listing Particulars") and any shareholder circular to be distributed to the shareholders of Parent) (together with any amendments or supplements thereto, the "Parent Disclosure Documents"), or (iii) in the Proxy Statement will, at the time of date it is first mailed to the mailing thereof and Company's shareholders or at the time of the Company Stockholder Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) . The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Exchange Act and the Exchange Act. (d) Notwithstanding the foregoingrules and regulations hereunder and all applicable state laws, the Company makes except that no representation or warranty is made by the Company with respect to any statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 therein based on information supplied by Holding or Acquiror Parent specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Information to be Supplied. (a) The information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading. (b) The information supplied or to be supplied by Holding and Acquiror for inclusion or incorporation by reference in (iii) the Schedule 13E-3 13E- 3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. , and (bii) The the Proxy Statement will, at the time of the mailing thereof and at the time of the Company Stockholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) The Registration Proxy Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Companyrelating to Holding and Acquiror) and the Proxy Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company neither Holding nor Acquiror makes no any representation or warranty with respect to any statements made or incorporated by reference in the Registration Proxy Statement, the Proxy Registration Statement or the Schedule 13E-3 based on information supplied by Holding or Acquiror the Company for inclusion or incorporation by reference therein.

Information to be Supplied. (a) The Each of the Schedule TO and the other documents, if any, required to be filed by Parent with the SEC in connection with the Offer and the Merger shall comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and applicable rules and regulations thereunder. Each of the Schedule TO and the other documents, if any, required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other Transactions and any information supplied or to be supplied by the Company Parent or its subsidiaries or their representatives for inclusion or incorporation by reference in (i) the Offer Documents or the Merger Registration Statement willStatement/Prospectus will not, on the date of its filing or mailing or at the time they become effective under the Securities Act or, in the case of the Exchange Offer Registration Statement is filed with Statement, on the SEC dates the Offer Documents are mailed to stockholders of the Company and at the time it becomes effective under Shares are accepted for exchange pursuant to the Securities ActOffer and, not contain any untrue statement in the case of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement willMerger Registration Statement, at the time of the mailing thereof and at the time of the Company Stockholder Stockholders' Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state misleading. If, at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies for Effective Time, any event or circumstance relating to Parent or Purchaser, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Company Stockholder Meeting which has become untrue Offer Documents, the Merger Registration Statement or misleadingthe Merger Proxy Statement/Prospectus, Parent shall promptly inform the Company. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (db) Notwithstanding the foregoingforegoing provisions of this Section 7.10, the Company makes no representation or warranty is made by Parent with respect to any statements made or incorporated by reference in the Offer Documents, the Merger Registration Statement, the Merger Proxy Statement Statement/Prospectus or the Schedule 13E-3 TO based on information supplied by Holding or Acquiror on behalf of the Company or its Subsidiary for inclusion or incorporation by reference thereintherein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.18.

Information to be Supplied. (a) The None of the information supplied or to be supplied by the Company Parent specifically for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. , or (bii) The the Proxy Statement will, at the time of date it is first mailed to the mailing thereof and Company's shareholders or at the time of the Company Stockholder Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) . The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoingrules and regulations thereunder, the Company makes except that no representation or warranty is made by Parent with respect to any statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in the Registration Statement. (b) The Parent Disclosure Documents will, at all relevant times, include all information relating to Parent and its Subsidiaries which is required to enable the Parent Disclosure Documents and the parties hereto to comply in all material respects with all Finnish statutory and other legal and regulatory provisions (including, without limitation, the Market Act and the rules and regulations made thereunder, and the rules and requirements of the HSE) and all such information contained in such documents will, as of the date of such filing, be in all material respects, in accordance with the facts and will not omit anything materially likely to affect the import of such information. (c) Notwithstanding the foregoing provisions of this Section, no representation or warranty is made by Parent with respect to statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 Listing Particulars based on information supplied by Holding or Acquiror the Company expressly for inclusion or incorporation by reference therein.

Information to be Supplied. (a) The None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) in the Registration Statement registration statement on Form F-4 (the "F-4")or on Form F-6 to be filed with the SEC by Parent in connection with the issuance of Parent ADSs in the Merger (the "REGISTRATION STATEMENT") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. , (bii) The in any filing by Parent or Merger Sub with the Finnish Financial Supervision or the HSE in respect of the Merger (including, without limitation, any listing particulars under the Securities Market Act of 1989, as amended (the "MARKET ACT"), Chapter 2, Section 3 relating to Parent Ordinary Shares (the "LISTING PARTICULARS") and any shareholder circular to be distributed to the shareholders of Parent) (together with any amendments or supplements thereto, the "PARENT DISCLOSURE DOCUMENTS"), or (iii) in the Proxy Statement will, at the time of date it is first mailed to the mailing thereof and Company's shareholders or at the time of the Company Stockholder Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) . The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Exchange Act and the Exchange Act. (d) Notwithstanding the foregoingrules and regulations hereunder and all applicable state laws, the Company makes except that no representation or warranty is made by the Company with respect to any statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 therein based on information supplied by Holding or Acquiror Parent specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Information to be Supplied. (a) The None of the information supplied or to be supplied by the Company Parent specifically for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. , or (bii) The the Proxy Statement will, at the time of date it is first mailed to the mailing thereof and Company's shareholders or at the time of the Company Stockholder Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) . The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act. (d) Notwithstanding Act and the foregoingrules and regulations thereunder, the Company makes except that no representation or warranty is made by Parent with respect to any statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement. (b) The Parent Disclosure Documents will, at all relevant times, include all information relating to Parent and its Subsidiaries which is required to enable the Parent Disclosure Documents and the parties hereto to comply in all material respects with all Finnish statutory and other legal and regulatory provisions (including, without limitation, the Market Act and the rules and regulations made thereunder, and the rules and requirements of the HSE) and all such information contained in such documents will, as of the date of such filing, be in all material respects, in accordance with the facts and will not omit anything materially likely to affect the import of such information. (c) Notwithstanding the foregoing provisions of this Section, no representation or warranty is made by Parent with respect to statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 Listing Particulars based on information supplied by Holding or Acquiror the Company expressly for inclusion or incorporation by reference therein.

Information to be Supplied. (a) The Each of the documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other Transactions will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and applicable rules and regulations thereunder. Each of the documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other Transactions, and any of the information supplied or to be supplied by the Company or its Subsidiary or their representatives for inclusion or incorporation by reference in (i) the Offer Documents or the Merger Registration Statement willStatement, at will not, on the time date of its filing or mailing or, in the Registration Statement is filed with case of the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Merger Proxy Statement willStatement/Prospectus, at the time of the mailing thereof and Company Stockholders' Meeting or, in the case of the Offer Documents, at the time of the Company Stockholder MeetingOffer is commenced or at the time Shares are accepted for exchange pursuant to the Offer, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state misleading. If, at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies for Effective Time, any event or circumstance relating to the Company Stockholder Meeting or its Subsidiary, or their respective officers or directors, should be discovered by the Company which has become untrue should be set forth in an amendment or misleadinga supplement to the Offer Documents, the Merger Registration Statement or the Merger Proxy Statement/Prospectus, the Company shall promptly inform Parent. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (db) Notwithstanding the foregoingforegoing provisions of this Section 6.18, the Company makes no representation or warranty is made by the Company with respect to any statements made or incorporated by reference in the Offer Documents, Merger Registration Statement, the Merger Proxy Statement Statement/Prospectus or the Schedule 13E-3 TO based on information supplied by Holding or Acquiror on behalf of Parent or Purchaser for inclusion or incorporation by reference thereintherein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 7.10.

Information to be Supplied. (a) The None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is on Form F-4 to be filed with the SEC and under the Securities Act for the purpose of registering the Parent Ordinary Shares to be issued in connection with the Merger (the "Registration Statement") or (ii) the proxy statement/prospectus to be distributed in connection with the Company Stockholder Meeting (the "Proxy Statement") will, in the case of the Registration Statement, at the time it becomes effective under or, in the Securities Act, not contain any untrue statement case of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement willor any amendments thereof or supplements thereto, at the time of the initial mailing thereof of the Proxy Statement and any amendments or supplements thereto, and at the time of the Company Stockholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) . The Registration Statement and the Schedule 13E-3 Statement, as of its effective date, will comply (in each case with respect to information provided by or incorporated by reference from, relating to the Company) and the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Act Act, and as of the date of its initial mailing and as of the date of the Company Stockholder Meeting, the Proxy Statement will comply (with respect to information relating to the Company) as to form in all material respects with the applicable requirements of the Exchange Act. (d) . Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference statement in the Registration Statement, the Proxy Statement or the Schedule 13E-3 foregoing documents based on upon information supplied by Holding or Acquiror the Parent Companies for inclusion or incorporation by reference therein.

Information to be Supplied. (a) The None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) in the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Shares in the Merger (the “Registration Statement Statement”) will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading and misleading, (ii) in any filing by Parent or Merger Sub with the Schedule 13E-3 American Stock Exchange relating to Parent Shares (the “Listing Application”) (together with any amendments or supplements thereto, the “Parent Disclosure Documents”), will, at the time it is first filed with the SEC and at any time it is amended or supplementedof approval for listing, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading. , or (biii) The in the Company Proxy Statement will, at the time of date it is first mailed to the mailing thereof and Company’s shareholders or at the time of the Company Stockholder Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the misleading. The Company Stockholder Meeting which has become untrue or misleading. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoingall applicable state laws, the Company makes except that no representation or warranty is made by the Company with respect to any statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 therein based on information supplied by Holding or Acquiror Parent specifically for inclusion or incorporation by reference thereinin the Company Proxy Statement.

Information to be Supplied. (a) The None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) in the Registration Statement registration statement on Form F-4 or on Form F-6 to be filed with the SEC by Parent in connection with the issuance of Parent ADSs in the Merger (the "REGISTRATION STATEMENT") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. , (bii) The in any filing by Parent or Merger Sub with the Finnish Financial Supervision or the HSE in respect of the Merger (including, without limitation, any listing particulars under the Securities Market Act of 1989, as amended (the "MARKET ACT"), Chapter 2, Section 3 relating to Parent Ordinary Shares (the "LISTING PARTICULARS") and any shareholder circular to be distributed to the shareholders of Parent) (together with any amendments or supplements thereto, the "PARENT DISCLOSURE DOCUMENTS"), or (iii) in the Proxy Statement will, at the time of date it is first mailed to the mailing thereof and Company's shareholders or at the time of the Company Stockholder Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) . The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Exchange Act and the Exchange Act. (d) Notwithstanding the foregoingrules and regulations hereunder and all applicable state laws, the Company makes except that no representation or warranty is made by the Company with respect to any statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 therein based on information supplied by Holding or Acquiror Parent specifically for inclusion or incorporation by reference thereinin the Proxy Statement.

Information to be Supplied. (a) The None of the information -------------------------- supplied or to be supplied by the Company Parent specifically for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. , or (bii) The the Proxy Statement will, at the time of date it is first mailed to the mailing thereof and Company's shareholders or at the time of the Company Stockholder Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) . The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act. (d) Notwithstanding Act and the foregoingrules and regulations thereunder, the Company makes except that no representation or warranty is made by Parent with respect to any statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement. (b) The Parent Disclosure Documents will, at all relevant times, include all information relating to Parent and its Subsidiaries which is required to enable the Parent Disclosure Documents and the parties hereto to comply in all material respects with all Finnish statutory and other legal and regulatory provisions (including, without limitation, the Market Act and the rules and regulations made thereunder, and the rules and requirements of the HSE) and all such information contained in such documents will, as of the date of such filing, be in all material respects, in accordance with the facts and will not omit anything materially likely to affect the import of such information. (c) Notwithstanding the foregoing provisions of this Section, no representation or warranty is made by Parent with respect to statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 Listing Particulars based on information supplied by Holding or Acquiror the Company expressly for inclusion or incorporation by reference therein.

Information to be Supplied. (a) The information supplied or Each of the ------------ -------------------------- Registration Statement on Form S-4 to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger, as amended or supplemented from time to time (as so amended and supplemented, the "Merger ------ Registration Statement"), the Offer Documents and the other documents required ---------------------- to be filed by Parent with the SEC in connection with the Offer, the Merger and the other transactions contemplated hereby will comply as to form, in all material respects, with the requirements of the Exchange Act and the Securities Act, as the case may be, and will not, on the date of its filing or at the time it becomes they become effective under the Securities ActAct or, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time case of the mailing thereof Offer Registration Statement, on the dates the Offer Registration Statement is mailed to shareholders of the Company and on the Acceptance Date and, in the case of the Merger Registration Statement, on the dates the Proxy Statement/Prospectus is mailed to shareholders of the Company and at the time of the Company Stockholder Shareholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (db) Notwithstanding the foregoingforegoing provisions of this Section 6.06, the Company makes no representation or warranty is made by Parent with respect to any statements made or incorporated by reference in the Merger Registration Statement, the Proxy Statement or the Schedule 13E-3 Offer Documents based on information supplied by Holding or Acquiror the Company expressly for inclusion or incorporation by reference thereintherein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 5.06.

Information to be Supplied. (a) The Each of the Schedule TO and the other documents required to be filed by Parent with the SEC in connection with the Offer and the Merger shall comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and applicable rules and regulations thereunder. Each of the Schedule TO and the other documents required to be filed by the Company with the SEC in connection with the Offer, the Merger and the other Transactions and any information supplied or to be supplied by the Company Parent or its subsidiaries or their representatives for inclusion or incorporation by reference in (i) the Offer Documents or the Merger Registration Statement willStatement/Prospectus will not, on the date of its filing or mailing or at the time they become effective under the Securities Act or, in the case of the Exchange Offer Registration Statement is filed with Statement, on the SEC dates the Offer Documents are mailed to stockholders of the Company and at the time it becomes effective under Shares are accepted for exchange pursuant to the Securities ActOffer and, not contain any untrue statement in the case of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement willMerger Registration Statement, at the time of the mailing thereof and at the time of the Company Stockholder Stockholders' Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state misleading. If, at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies for Effective Time, any event or circumstance relating to Parent or Purchaser, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Company Stockholder Meeting which has become untrue Offer Documents, the Merger Registration Statement or misleadingthe Merger Proxy Statement/Prospectus, Parent shall promptly inform the Company. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (db) Notwithstanding the foregoingforegoing provisions of this Section 7.10, the Company makes no representation or warranty is made by Parent with respect to any statements made or incorporated by reference in the Offer Documents, the Merger Registration Statement, the Merger Proxy Statement Statement/Prospectus or the Schedule 13E-3 TO based on information supplied by Holding or Acquiror on behalf of the Company or its Subsidiary for inclusion or incorporation by reference thereintherein or based on information which is not made in or incorporated by reference in such documents but which should have been disclosed pursuant to Section 6.18.

Information to be Supplied. (a) The information supplied or to be supplied by the Company Purchaser and Merger Sub for inclusion or incorporation by reference in the Proxy Statement as of the date thereof, and up to and including the date of the Xxxxxxx Common Stockholders’ Meeting, (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances in which they were made, not misleading misleading, and (ii) will comply in all material respects with the Schedule 13E-3 anti-fraud provisions of the Securities Laws. (b) The information supplied by Purchaser and Merger Sub for inclusion in the Applications will, at the time it each such document is first filed with any Governmental Authority and up to and including the SEC and at dates of any time it is required regulatory approvals or consents, as such Applications may be amended by subsequent filings, be accurate in all material respects. (c) No document or supplemented, not contain certificate delivered to Xxxxxxx by or for Purchaser or a Purchaser Subsidiary pursuant to a requirement of this Agreement contains any untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time of the mailing thereof and at the time of the Company Stockholder Meeting, not contain any untrue statement of a material fact contained in such document or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, certificate in light of the circumstances under which they are it was made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to misleading. For the solicitation avoidance of proxies for doubt, none of the Company Stockholder Meeting which has become untrue or misleading. Purchaser Discloure Schedules shall be within the scope of this paragraph (c) The Registration Statement ), and the information Disclosed in a Purchaer Disclosure Schedule 13E-3 (in each case with respect shall be deemed to information provided by or incorporated by reference fromqualify, and be subject to that component of the Article IV Standard that applies to, the Companyprovision(s) and the Proxy Statement will comply as to form of this Agreement referenced in all material respects with the provisions of the Securities Act and the Exchange Actsuch Purchaser Disclosure Schedule. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 based on information supplied by Holding or Acquiror for inclusion or incorporation by reference therein.

Information to be Supplied. (a) The None of the information supplied or to be supplied by Parent to the Company for inclusion or incorporation in the Proxy Statement to be filed by reference the Company with the SEC and to be sent to the shareholders of the Company in (i) connection with the Registration Statement Shareholders Meeting will, at the time it is sent to the Registration Statement is shareholders of the Company or at the time of the Common Shareholders 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. (b) Each document required to be filed by Parent or Acquisition Corp. with the SEC in connection with the Transactions (the "Parent Disclosure Documents"), including, without limitation, the Offer Documents, to be filed with the SEC in connection with the Offer or the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and at the time it becomes effective rules and regulations thereunder. (c) None of the Offer Documents or any other document required to be filed by Parent or Acquisition Corp. with the SEC in connection with the Offer, the Merger or any other transaction contemplated hereby, nor any information supplied by Parent or Acquisition Corp. for inclusion in the Schedule 14D-9, any filing pursuant to Rule 14f-1 under the Securities Exchange Act, not the Proxy Statement or any such other filings by the Company, or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, will, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time of the mailing thereof and at the time of the Company Stockholder Meeting, 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 light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) Notwithstanding any provision to the foregoingcontrary in this Agreement, the Company makes no representation representations and warranties contained in this Section 5.07 will not apply to statements or warranty with respect to any statements made or incorporated by reference omissions included in the Registration Statement, the Proxy Statement Parent Disclosure Documents or the Schedule 13E-3 Offer Documents based on upon information supplied furnished to Parent or Acquisition Corp. in writing by Holding the Company or Acquiror any of their representatives specifically for inclusion or incorporation by reference use therein.