Common use of Joint Proxy Statement/Prospectus Clause in Contracts

Joint Proxy Statement/Prospectus. None of the information supplied by KNOGO to be included in the Joint Proxy Statement/Prospectus or the Registration Statement will, in the case of the Joint Proxy Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendments thereof or supplements thereto, and at the time of the KNOGO Stockholders' Meeting, or, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. Notwithstanding the foregoing, KNOGO makes no representation or warranty with respect to the statements made in the Joint Proxy Statement/Prospectus based on information supplied by or on behalf of VIDEO, SENTRY, VMC or SMC or any of their respective affiliates specifically for inclusion therein.

Joint Proxy Statement/Prospectus. None of the information supplied by KNOGO VIDEO, SENTRY, VMC or SMC to be included in the Joint Proxy Statement/Prospectus or the Registration Statement will, in the case of the Joint Proxy Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement/Prospectus or any amendments thereof or supplements thereto, and at the time of the KNOGO VIDEO Stockholders' Meeting, or, in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state 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 were made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. Notwithstanding the foregoing, KNOGO neither VIDEO, SENTRY, VMC nor SMC makes no any representation or warranty with respect to the statements made in the Joint Proxy Statement/Prospectus based on information supplied by or on behalf of VIDEO, SENTRY, VMC or SMC KNOGO or any of their respective its affiliates specifically for inclusion therein.