Common use of Offer Documents; Proxy Statement Clause in Contracts

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will not, at the time such Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference 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 Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, Documents will not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersshareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall and the information statement to be sent to the Company's shareholders will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholdersshareholders of the Company, at the time of the Stockholders Meeting (as defined in Section 6.1) or Special Shareholders' Meeting, if applicable, and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Shareholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Tender Offer Documents and the information supplied by Purchaser for inclusion in the Exchange Offer Documents, as filed pursuant to Section 1.1, will shall not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersthe holders of the Preferred Stock or the holders of the 12% Senior Notes, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by reference Purchaser for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to holders of Common Stock of the Company or at the time of the Common Stockholders Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factmisleading, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Common Stockholders Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make makes no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference for inclusion in any of the foregoing documents or the Offer Documents. The Tender Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Offer Documents; Proxy Statement. The Neither the Offer Documents, as Documents nor any other document filed pursuant or to Section 1.1be filed by or on behalf of Parent or Purchaser with the SEC in connection with the transactions contemplated by this Agreement, will not, at the time such Offer Documents documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent specifically for inclusion in the Schedule 14D-9, the Information Statement or the Proxy Statement shall will not, on the date the Proxy Statement such document (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of the Company, with respect to the Information Statement, at the time Shares are accepted for payment in the Offer, and with respect to the Proxy Statement at the time of the Stockholders Special Stockholders' Meeting (as defined in Section 6.1) or and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Offer Documents; Proxy Statement. The Neither the Offer Documents, as filed pursuant to Section 1.1, will notDocuments nor any information supplied by Parent or Purchaser for inclusion in Schedule 14D-9 shall, at the time such the Offer Documents , the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by reference Parent or Purchaser for inclusion in the Proxy Statement shall not, at the date the Proxy Statement is first mailed to stockholders of the Company, at the time of the Stockholders’ Meeting or at the Effective Time, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factmisleading, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Stockholders’ Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference for inclusion in any of the foregoing documents or the Offer Documentsdocuments. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Offer Documents; Proxy Statement. The information to be included in the Offer DocumentsDocuments and any information supplied by Parent and Purchaser in writing expressly for inclusion in the Schedule 14D-9, as filed pursuant to Section 1.1, will shall not, at the time such the Offer Documents Documents, the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company or at the expiration date or date of purchase, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of the Company, at the time of the Stockholders Meeting (as defined in Section 6.1) or and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company in writing expressly for inclusion in, or any of its representatives information derived from the Company's public SEC filings which is contained in or incorporated by reference in any of the foregoing documents or in, the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer DocumentsDocuments (including, as filed pursuant for the sake of clarity, information supplied by the Company with respect to Section 1.1, will notthe Litigation for inclusion therein) will, at the time such respective times that the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of the Company, and at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective TimeCompany Meeting, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, or shall omit to state a 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 under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding The Schedule 14D-9 and the foregoingProxy Statement will, Parent and Purchaser make no representation or warranty with respect to any information supplied when filed by the Company or any of its representatives which is contained in or incorporated by reference in any of with the foregoing documents or the Offer Documents. The Offer DocumentsSEC, comply as amended and supplemented, will comply to form in all material respects as to form with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub which is contained in any of the foregoing documents.

Offer Documents; Proxy Statement. The (a) None of (i) the Schedule 14D-9, the Debt Offer Documents (as defined in Section 6.9(b)) or the information supplied by the Company for inclusion in the Offer Documents (including any information incorporated by reference in the Schedule 14D-9, Debt Offer Documents or Offer Documents), shall, at the respective times such Schedule 14D-9, the Debt Offer Documents, as filed pursuant to Section 1.1, will not, at the time such Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersshareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The misleading and (ii) the proxy statement or the information supplied statement (as selected by Parent for inclusion in Purchaser) to be sent to the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time shareholders of the Stockholders Company in connection with the Shareholders Meeting (as defined in Section 6.1) (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), including any information incorporated by reference therein, shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting or at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state a 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 under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied by the Company Purchaser or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents Schedule 14D-9, the Debt Offer Documents or the Offer Documents. The Offer Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderProxy Statement.

Offer Documents; Proxy Statement. The Neither the Offer Documents, as filed pursuant to Section 1.1, will notDocuments nor any information supplied by Parent or Merger Sub for inclusion in the Offer Documents or the Schedule 14D-9 will, at the time such that the Offer Documents Documents, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by reference Parent for inclusion in any proxy or information statement to be sent to stockholders of the Company in connection with a meeting of the Company's stockholders to consider and vote on the Merger (the "Company Meeting") (such proxy or information statement, as amended or supplemented, the "Proxy Statement"), on the date that the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Company Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents, the Proxy Statement or any amendment or supplement thereto. The Offer Documents, Documents shall comply as amended and supplemented, will comply to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderSecurities Act, if applicable.

Offer Documents; Proxy Statement. The None of (i) the Offer Documents, as filed pursuant to Section 1.1, will notor the information supplied by Purchaser for inclusion in the Debt Offer Documents or the Schedule 14D-9, shall, at the time such Offer Documents Documents, Debt Offer Documents, Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersshareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The misleading and (ii) the information supplied by Parent Purchaser for inclusion in the Proxy Statement shall notshall, on the date the Proxy Statement is first mailed to stockholdersshareholders, at the time of the Stockholders Shareholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state a 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 under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make makes no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documentsdocuments. The Offer Documents, as amended and supplemented, Documents will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Schedule 14D-9 when filed with the SEC and first published, sent or given to stockholders of the Company will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9 nor any of the information relating to the Company or its Affiliates provided by the Company or its authorized representatives in writing specifically for inclusion in the Schedule TO or the Offer Documents, as filed pursuant to Section 1.1, will notDocuments will, at the time such respective times the Schedule 14D-9, the Schedule TO and the Offer Documents or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to stockholders, as stockholders of the case may beCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No representation is made by reference the Company with respect to written information supplied by Parent or Purchaser or their authorized representatives specifically for inclusion in the Schedule 14D-9. In the event that Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Proxy Statement will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is being made by the Company with respect to Parent Information (as defined in Section 5.7). The Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, at the time of the Special Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The None of the information supplied in writing by Newco specifically for inclusion in (i) the Offer Documents, as filed pursuant to Section 1.1, will notDocuments shall, at the time such the Offer Documents are filed with the SEC or any amendments or supplements thereto are first published, sent or given to stockholdersnoteholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated by reference necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) 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 of the circumstances under which they were made, not misleading, and (iii) the Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make Newco makes no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderdocuments.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, Documents will not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of TPC, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The information supplied by Parent PHI for inclusion in the Proxy Statement shall proxy statement to be sent to the stockholders of TPC in connection with the Stockholders Meeting (as defined below) (such proxy statement, as amended and supplemented, being referred to herein as the "PROXY STATEMENT") and Schedule 14D-9 will not, on the date the Proxy Statement or Schedule 14D-9 (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of TPC, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective TimeMeeting, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has shall have become false or misleading. Notwithstanding the foregoing; PROVIDED, Parent and Purchaser make HOWEVER, that PHI or ACo makes no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference TPC for inclusion in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Neither the Offer Documents, as filed pursuant to Section 1.1, will notDocuments nor any amendments thereof or supplements thereto will, at any time the time such Offer Documents or any such amendments or supplements are filed with the SEC or are first published, sent or given to the Company’s stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent and Purchaser do not make any representation or warranty with respect to any information that has been supplied by the Company or its Affiliates or their authorized representatives in writing specifically for use in any of the foregoing documents. The Offer Documents and any amendments or supplements thereto will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. None of the information supplied by Parent, Purchaser or their authorized representatives (the “Parent Information”) for inclusion in the Proxy Statement shall notStatement, or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined meeting of stockholders, if any, to be held in Section 6.1) connection with the Merger or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall will be made, is will be false or misleading with respect to any material fact, or shall will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will Documents shall not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the information supplied in writing by reference Parent or Purchaser expressly for inclusion in the Schedule 14D-9 shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In the event a Stockholders' Meeting is held, the information supplied by Parent for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders' Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factmisleading, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied in writing by the Company or any of its representatives which is contained in or incorporated by reference expressly for inclusion in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will Documents shall not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by reference Parent for inclusion in the Schedule 14D-9 and Proxy Statement, if any, shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factmisleading, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference for inclusion in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will not, at the time such Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light None of the circumstances under which they were made, not misleading. The information supplied by Parent, its officers, directors, representatives, agents or employees (the "Parent Information"), for inclusion in the Proxy Statement shall not(as defined in Section 4.22), or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholdersshareholders, at the time of the Stockholders Company Shareholders' Meeting (as defined in Section 6.14.22) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall will be made, is will be false or misleading with respect to any material fact, or shall will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Shareholders' Meeting which has become false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements are filed with the SEC or first published, sent or given to the Company's shareholders, 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 were made, not misleading. Notwithstanding the foregoing, Parent and Purchaser do not make no any representation or warranty with respect to any information that has been supplied by the Company or any of its accountants, counsel or other authorized representatives which is contained in or incorporated by reference for use in any of the foregoing documents or the Offer Documentsdocuments. The Offer Documents, as amended Documents and supplemented, any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents, as filed pursuant to Section 1.1, will notDocuments will, at the time such respective times that the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of the Company, and at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective TimeCompany Meeting, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, or shall omit to state a 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 under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding The Schedule 14D-9 and the foregoingProxy Statement will, Parent and Purchaser make no representation or warranty with respect to any information supplied when filed by the Company or any of its representatives which is contained in or incorporated by reference in any of with the foregoing documents or the Offer Documents. The Offer DocumentsSEC, comply as amended and supplemented, will comply to form in all material respects as to form with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub which is contained in any of the foregoing documents.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will Documents shall not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement or the information statement filed under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder (the "Information Statement") shall not, on at the date the Proxy Statement or the Information Statement (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of the Company, at the time of the Stockholders Stockholders' Meeting (as defined in Section 6.1) or at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference Representatives for inclusion in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Neither the Offer Documents, as filed pursuant to Section 1.1, will notDocuments nor any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 will, at the time such the Offer Documents Documents, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholdersshareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by reference Parent for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed 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 therein, in light of the circumstances under which they were are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, or at the time of the Stockholders Shareholders' Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Shareholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents, the Proxy Statement or any amendment or supplement thereto. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, Documents will not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersshareholders of the Target, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Parent Acquiror for inclusion in the Proxy Statement shall proxy statement to be sent to the shareholders of the Target in connection with the Target Shareholders Meeting (such proxy statement, as amended and supplemented, being referred to herein as the "PROXY STATEMENT") and Schedule 14D-9 will not, on the date the Proxy Statement or Schedule 14D-9 (or any amendment or supplement thereto) is first mailed to stockholdersshareholders of the Target, at the time of the Stockholders Shareholders Meeting (as defined in Section 6.1) or and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Target Shareholders Meeting which has shall have become false or misleading. Notwithstanding the foregoing; PROVIDED, Parent and Purchaser make HOWEVER, that Acquiror or Acquiror Sub makes no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained Target for inclusion in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.to

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, Documents will not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent for inclusion in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as hereinafter defined) (such proxy statement, as amended and supplemented, being referred to herein as the "Proxy Statement shall Statement") and Schedule 14D-9 will not, on the date the Proxy Statement or Schedule 14D-9 (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of the Company, at the time of the Stockholders Meeting (as defined in Section 6.1) or and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will Documents shall not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersshareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference 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 Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholdersshareholders, at the time of the Stockholders Shareholders' Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, fact or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Shareholders' Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, Documents shall comply as amended and supplemented, will comply to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, -------------------------------- Documents will not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Gambro, Parent or Purchaser for inclusion in the Proxy Statement shall will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of the Company, at the time of the Stockholders Stockholders' Meeting (as defined in Section 6.1) or and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Gambro, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will not, at the time such Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light None of the circumstances under which they were made, not misleading. The information supplied by Parent, Merger Sub or their respective officers, directors, representatives, agents or employees (the "Parent Information"), specifically for inclusion in the Proxy Statement shall notwill, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) Company's stockholders' meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall will be made, is will be false or misleading with respect to any material fact, or shall will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting such stockholders' meeting which has become false or misleading. Neither the Schedule 14D-1, the Offer Documents, nor any Parent Information provided by Parent or Merger Sub specifically for inclusion in the Schedule 14D-9 will, at any time the Offer Documents are filed with the SEC or first published, sent or given to the Company's stockholders, 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 were made, not misleading. Notwithstanding the foregoing, neither Parent and Purchaser make no nor Merger Sub makes any representation or warranty with respect to any information that has been supplied by the Company or any of its accountants, counsel or other authorized representatives which is contained in or incorporated by reference for use in any of the foregoing documents or documents. The Schedule 14D-1 and the Offer Documents. The Offer Documents, as amended and supplemented, Documents will comply as to form in all material respects as to form with the requirements provisions of the Securities Exchange Act and the rules and regulations promulgated thereunderAct.

Offer Documents; Proxy Statement. The Offer DocumentsNone of the information supplied by or on behalf of Parent or Purchaser (the "Parent Information"), for inclusion in the Proxy Statement (as filed pursuant defined in Section 4.18), will, on the date the Proxy Statement is first mailed to Section 1.1, will not, stockholders or at the time such Offer Documents are filed with of the SEC or are first published, sent or given to stockholders, Company Stockholders' Meeting (as the case may bedefined in Section 4.18), contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference 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 Parent for inclusion in the Proxy Statement shall Offer Documents will not, on the date the Proxy Statement is first mailed to stockholders, at the time of respective times the Stockholders Meeting (as defined in Section 6.1) Offer Documents are filed with the SEC or at first published, sent or given to the Effective TimeCompany's stockholders, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser do not make no any representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in statements made or incorporated by reference in any of the foregoing documents based upon information that has been supplied by the Company or its accountants, counsel or other authorized representatives for use in any of the Offer Documentsforegoing documents. The Offer Documents, as amended and supplemented, Documents will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents, as filed pursuant to Section 1.1, will notDocuments will, at the time such respective times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall (as defined in Section 3.02(f)) will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders, at the time stockholders of the Stockholders Meeting (as defined in Section 6.1) or at the Effective TimeCompany, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, or shall omit to state a 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 under which they are made, not false or misleading or and will not, at the time of the Company Meeting (as defined in Section 3.02(f)), omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Meeting which has shall have become false or misleadingmisleading in any material respect. Notwithstanding The Schedule 14D-9 and the foregoingProxy Statement will, Parent and Purchaser make no representation or warranty with respect to any information supplied when filed by the Company or any of its representatives which is contained in or incorporated by reference in any of with the foregoing documents or the Offer Documents. The Offer DocumentsSEC, comply as amended and supplemented, will comply to form in all material respects as to form with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub which is contained in any of the foregoing documents.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will not, at the time such Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference 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 Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) ), if any, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, -------------------------------- Documents will not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersshareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholdersshareholders of the Company, at the time of the Stockholders Meeting (as defined in Section 6.1) or Special Shareholders' Meeting, if applicable, and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Shareholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. (a) The Offer Documentsproxy statement to be sent to the Shareholders in connection with a meeting of the Shareholders to consider the Merger (the "Company Shareholders' Meeting") or the information statement to be sent to Shareholders, as filed pursuant appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to Section 1.1, will notas the "Proxy Statement"), at the date mailed to the Shareholders and at the time such Offer Documents are filed of the Company Shareholders' Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to stockholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Neither the Schedule 14D-9 nor any of the information supplied relating to the Company or its Affiliates provided by Parent or on behalf of the Company specifically for inclusion in the Proxy Statement shall not, on Schedule 14D-1 or the date the Proxy Statement is first mailed to stockholdersother Offer Documents will, at the time of respective times the Stockholders Meeting (as defined in Section 6.1) Schedule 14D-9, the Schedule 14D-1 and the other Offer Documents or at any amendments or supplements thereto are filed with the Effective TimeSEC and are first published, sent or given to the Shareholders, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no No representation or warranty is made by the Company with respect to any information supplied by Parent or Purchaser or their counsel or other authorized representatives specifically for inclusion in the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents Proxy Statement or the Offer Documents. The Offer Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderSchedule 14D-9.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, Documents will not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersshareholders of the Target, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Parent Acquiror for inclusion in the proxy statement to be sent to the shareholders of the Target in connection with the Target Shareholders Meeting (such proxy statement, as amended and supplemented, being referred to herein as the "Proxy Statement shall Statement") and Schedule 14D-9 will not, on the date the Proxy Statement or Schedule 14D-9 (or any amendment or supplement thereto) is first mailed to stockholdersshareholders of the Target, at the time of the Stockholders Shareholders Meeting (as defined in Section 6.1) or and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Target Shareholders Meeting which has shall have become false or misleading. Notwithstanding the foregoing; provided, Parent and Purchaser make however, that Acquiror or Acquiror Sub makes no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained Target for inclusion in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will not, at the time such Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light None of the circumstances under which they were made, not misleading. The -------------------------------- information supplied by Parent, its officers, directors, representatives, agents or employees (the "Parent Information"), for inclusion in the Proxy Statement shall not(as defined in Section 4.18), or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Company Stockholders' Meeting (as defined in Section 6.14.18) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall will be made, is will be false or misleading with respect to any material fact, or shall will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Stockholders' Meeting which has become false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements are filed with the SEC or first published, sent or given to the Company's stockholders, 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 were made, not misleading. Notwithstanding the foregoing, Parent and Purchaser do not make no any representation or warranty with respect to any information that has been supplied by the Company or any of its accountants, counsel or other authorized representatives which is contained in or incorporated by reference for use in any of the foregoing documents or the Offer Documentsdocuments. The Offer Documents, as amended Documents and supplemented, any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Neither the Offer Documents, as filed pursuant to Section 1.1, will notDocuments nor any information supplied by Parent or Merger Sub for inclusion in the Schedule 14D-9 will, at the time such the Offer Documents Documents, the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information supplied by reference Parent or Merger Sub for inclusion in the Proxy Statement will not, at the date the Proxy Statement is first mailed to stockholders of the Company, at the time of the Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factmisleading, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference Representatives for inclusion in any of the foregoing documents or the Offer Documentsdocuments. The Offer Documents, as amended and supplemented, Documents will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will not, at the time such Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light None of the circumstances under which they were made, not misleading. The -------------------------------- information supplied by Parent, its officers, directors, representatives, agents or employees (the "Parent Information"), for inclusion in the Proxy Statement shall not(as defined in Section 4.22), or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholdersshareholders, at the time of the Stockholders Company Shareholders' Meeting (as defined in Section 6.14.22) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall will be made, is will be false or misleading with respect to any material fact, or shall will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Shareholders' Meeting which has become false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements are filed with the SEC or first published, sent or given to the Company's shareholders, 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 were made, not misleading. Notwithstanding the foregoing, Parent and Purchaser do not make no any representation or warranty with respect to any information that has been supplied by the Company or any of its accountants, counsel or other authorized representatives which is contained in or incorporated by reference for use in any of the foregoing documents or the Offer Documentsdocuments. The Offer Documents, as amended Documents and supplemented, any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Schedule 14D-9. ------------------------------------------------ Neither the Offer Documents, as filed pursuant to Section 1.1, will notDocuments nor any information supplied by Alcoa or the Purchaser for inclusion in the Schedule 14D-9 will, at the time such the Offer Documents Documents, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent Alcoa for inclusion in the Proxy Statement shall will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders, at the time stockholders of the Stockholders Meeting (as defined in Section 6.1) or at the Effective TimeCompany, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false misleading, or misleading or shall, at the time of the Special Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent Alcoa and the Purchaser make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents, the Proxy Statement or any amendment or supplement thereto. The Offer Documents, Documents shall comply as amended and supplemented, will comply to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Schedule 14D-9. Neither the Offer Documents, as filed pursuant to Section 1.1, will notDocuments nor any information supplied by Parent or the Purchaser for inclusion in the Schedule 14D-9 will, at the time such the Offer Documents Documents, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall Statement, if any, will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders, at the time stockholders of the Stockholders Meeting (as defined in Section 6.1) or at the Effective TimeCompany, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false misleading, or misleading or shall, at the time of the Special Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and the Purchaser make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents, the Proxy Statement or any amendment or supplement thereto. The Offer Documents, Documents shall comply as amended and supplemented, will comply to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, Documents will not, not at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of E/One, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The information supplied by Parent PCC for inclusion in the proxy statement to be sent to the stockholders of E/One in connection with the Stockholders Meeting (as defined below) such proxy statement, as amended and supplemented, being referred to herein as the Proxy Statement shall and Schedule 14D-9 will not, on the date the Proxy Statement or Schedule 14D-9 (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of E/One, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective TimeMeeting, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has shall have become false or misleading. Notwithstanding the foregoing; PROVIDED, Parent HOWEVER, ,that PCC and Purchaser make Sub makes no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference E/One for inclusion in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, Documents will not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given 24 18 to stockholdersshareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The information supplied by Parent or Purchaser for inclusion in the Proxy Statement shall will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholdersshareholders of the Company, at the time of the Stockholders Shareholders' Meeting (as defined in Section 6.1) or and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Shareholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Neither the Offer Documents, as filed pursuant to Section 1.1, will notDocuments nor any information supplied by Parent or Merger Sub for inclusion in the Schedule 14D-9 shall, at the time such the Offer Documents Documents, the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information supplied by reference Parent or Merger Sub for inclusion in the Proxy Statement shall not, at the date the Proxy Statement is first mailed to stockholders of the Company, at the time of the Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factmisleading, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference Representatives for inclusion in any of the foregoing documents or the Offer Documentsdocuments. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Offer Documents; Proxy Statement. The Schedule 14D-9. Neither the Offer Documents, as filed pursuant to Section 1.1, will notDocuments nor any information supplied by or on behalf of the Parent or the Purchaser for inclusion in the Schedule 14D-9 will, at the time such the Offer Documents Documents, the Schedule I 4D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholdersshareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Parent for inclusion in the Proxy Statement shall will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders, at the time shareholders of the Stockholders Meeting (as defined in Section 6.1) or at the Effective TimeCompany, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false misleading, or misleading or shall, at the time of the Special Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Special Meeting which has shall have become false or misleading. Notwithstanding the foregoing, the Parent and the Purchaser make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents, the Proxy Statement or any amendment or supplement thereto. The Offer Documents, Documents shall comply as amended and supplemented, will comply to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1and the information supplied by the Parent or the Purchaser for inclusion in the Schedule 14D-9, will not, at the time such Offer Documents documents are filed with the SEC or are first published, sent or given to stockholdersshareholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by the Parent for inclusion in the Proxy Statement shall Statement, if any, will not, on the date the such Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholdersshareholders of the Company, at the time of the Stockholders Meeting (as defined in Section 6.1) or Special Shareholders' Meeting, if any, and at the Effective Time, contain any untrue statement of a material fact which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting Special Shareholders' Meeting, if any, which has shall have become false or misleading. Notwithstanding the foregoing, the Parent and the Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer DocumentsNeither the Schedule 14D-9, as filed pursuant to Section 1.1nor any of the information provided by the Company and/or by its auditors, will notlegal counsel, at financial advisors or other consultants or advisors specifically for use in the time such Offer Documents shall, on the respective dates the Schedule 14D-9, the Offer Documents or any supplements or amendments thereto are filed with the SEC Commission or are on the date first published, sent or given to the Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Any proxy or information supplied by Parent for inclusion statement or similar materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto (the "Proxy Statement Statement"), shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of filed with the Stockholders Meeting (as defined in Section 6.1) Commission, at the time mailed to the Company's stockholders, or at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or shall omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied provided by Parent, Acquisition and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents Schedule 14D-9 or the Offer DocumentsProxy Statement. The Offer Documents, as amended Schedule 14D-9 and supplemented, the Proxy Statement will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will not, at the time such Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light None of the circumstances under which they were made, not misleading. The information supplied by Parent, Purchaser, or their respective officers, directors, representatives, agents or employees (the "Parent Information"), for inclusion in the Proxy Statement shall not(as defined in Section 4.18), or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Company Stockholders' Meeting (as defined in Section 6.14.18) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall will be made, is will be false or misleading with respect to any material fact, or shall will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Company Stockholders' Meeting which has become false or misleading. Neither the Offer Documents, the Schedule TO, nor any amendments thereof or supplements thereto will, at the time the Offer Documents, the Schedule TO, or any such amendments or supplements are filed with the SEC or first published, sent or given to the Company's stockholders, 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 were made, not misleading. Notwithstanding the foregoing, Parent and Purchaser do not make no any representation or warranty with respect to any information that has been supplied in writing by the Company or any of its accountants, counsel or other authorized representatives which is contained in or incorporated by reference specifically for use in any of the foregoing documents or the Offer Documentsdocuments. The Offer Documents, as amended the Schedule TO, and supplemented, any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, Documents will not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of the Company, at the time of the Stockholders Stockholders' Meeting (as defined in Section 6.1) or and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in any of the foregoing documents or the Offer Documents, the Proxy Statement or any amendment or supplement thereto. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The None of the information supplied by Parent or Purchaser for inclusion in the Offer Documents, as filed pursuant to Section 1.1, will notDocuments will, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. In the event a Stockholder Meeting is held, the information supplied by reference Parent for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders' Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting (as defined in Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material factmisleading, or shall omit to state a material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference for inclusion in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, will not, at the time such Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light None of the circumstances under which they were made, not misleading. The information supplied by Parent, its officers, directors, representatives, agents or employees (the "Parent Information"), for inclusion in the Proxy Statement shall not(as defined in Section 4.18), or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Company Stockholders' Meeting (as defined in Section 6.14.18) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall will be made, is will be false or misleading with respect to any material fact, or shall will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading misleading. Neither the Offer Documents nor any amendments thereof or necessary to correct supplements thereto will, at any statement in time the Offer Documents or any earlier communication such amendments or supplements are filed with respect the SEC or first published, sent or given to the solicitation Company's stockholders, contain any untrue statement of proxies for a material fact or omit to state any material fact necessary in order to make the Stockholders Meeting statements therein, in light of the circumstances under which has become false or they were made, not misleading. Notwithstanding the foregoing, Parent and Purchaser do not make no any representation or warranty with respect to any information that has been supplied by the Company or any of its accountants, counsel or other authorized representatives which is contained in or incorporated by reference for use in any of the foregoing documents or the Offer Documentsdocuments. The Offer Documents, as amended Documents and supplemented, any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The Offer Documents, as filed pursuant to Section 1.1, Documents will not, at the time such the Offer Documents are filed with the SEC or are first published, sent or given to stockholdersstockholders of Target, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Parent Acquiror or Acquisition Sub for inclusion in the Proxy Statement shall and Schedule 14D-9 will not, on the date the Proxy Statement or Schedule 14D-9 (or any amendment or supplement thereto) is first mailed to stockholdersstockholders of Target, at the time of the Stockholders Target Stockholders' Meeting (as defined in Section 6.1) or and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be is made, is false or misleading with respect to any material fact, or shall omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Target Stockholders' Meeting which has shall have become false or misleading. Notwithstanding the foregoing; provided, Parent and Purchaser make however, that Acquiror or Acquisition Sub makes no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained Target for inclusion in or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents, as amended and supplemented, will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.