Common use of Offer Documents; Proxy Statement Clause in Contracts

Offer Documents; Proxy Statement. Neither the Schedule 14D-9, nor any of the information provided by the Company or its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Offer Documents, shall, on the respective dates the Schedule 14D-9 or the Offer Documents are filed with the SEC or 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 therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement or similar materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, shall not, at the time filed with the SEC, at the time mailed to the Company's stockholders, 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 are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Fimalac-U.S., Acquisition Sub or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects with the provisions of the Exchange Act and any other applicable law.

Offer Documents; Proxy Statement. Neither None of the information -------------------------------- supplied in writing by Parent or Purchaser (the "Parent Information") specifically for inclusion in the Schedule 14D-9, nor any of the information provided by Schedule 14A or the Company or its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Offer Documents, shallProxy Statement (if any) will, on the respective dates the Schedule 14D-9 or the Offer Documents are date filed with the SEC or on the date first published, sent or given mailed to the Company's Company stockholders, as and, in the case may beof the Proxy Statement, at the time of the Company Stockholders' Meeting (if any), contain any untrue statement of a material fact or omit to state any 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 or necessary to correct any statement in any earlier filing by Parent or Purchaser with the SEC or communication with the holders of Shares with respect to the Offer, the Merger or the Company Stockholders' Meeting (if any) that has become false or misleading. The Proxy Statement or similar materials distributed to Neither the Company's stockholders in connection with Schedule TO nor the Merger, including any amendments or supplements thereto, shall notOffer Documents will, at the time respective times the Offer Documents are filed with the SECSEC or first published, at the time mailed sent or given to the Company's stockholders, 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 are were made, not misleading or necessary to correct any statement in any earlier filing by Parent or Purchaser with the SEC or communication to holders of the Shares with respect to the Offer, this Agreement, the Merger or the Company's Stockholders' Meeting (if any) that has become false or misleading. Notwithstanding the foregoing, the Company makes no Parent and Purchaser do not make any representation or warranty with respect to statements made or incorporated by reference in any of the foregoing documents based upon information provided that has been supplied in writing by Parentthe Company or its accountants, Fimalac-U.S., Acquisition Sub or by their auditors, legal counsel, financial advisors counsel or other consultants or advisors specifically authorized representatives for use in any of the foregoing documents. Each of the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 TO and the Proxy Statement Offer Documents will comply as to form in all material respects with the applicable provisions of the Exchange Act and any other applicable lawAct.

Offer Documents; Proxy Statement. Neither None of the information supplied in writing by Parent or Purchaser (the "Parent Information") specifically for inclusion in the Schedule 14D-9, nor any of the information provided by Schedule 14A or the Company or its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Offer Documents, shallProxy Statement (if any) will, on the respective dates the Schedule 14D-9 or the Offer Documents are date filed with the SEC or on the date first published, sent or given mailed to the Company's Company stockholders, as and, in the case may beof the Proxy Statement, at the time of the Company Stockholders' Meeting (if any), contain any untrue statement of a material fact or omit to state any 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 or necessary to correct any statement in any earlier filing by Parent or Purchaser with the SEC or communication with the holders of Shares with respect to the Offer, the Merger or the Company Stockholders' Meeting (if any) that has become false or misleading. The Proxy Statement or similar materials distributed to Neither the Company's stockholders in connection with Schedule TO nor the Merger, including any amendments or supplements thereto, shall notOffer Documents will, at the time respective times the Offer Documents are filed with the SECSEC or first published, at the time mailed sent or given to the Company's stockholders, 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 are were made, not misleading or necessary to correct any statement in any earlier filing by Parent or Purchaser with the SEC or communication to holders of the Shares with respect to the Offer, this Agreement, the Merger or the Company's Stockholders' Meeting (if any) that has become false or misleading. Notwithstanding the foregoing, the Company makes no Parent and Purchaser do not make any representation or warranty with respect to statements made or incorporated by reference in any of the foregoing documents based upon information provided that has been supplied in writing by Parentthe Company or its accountants, Fimalac-U.S., Acquisition Sub or by their auditors, legal counsel, financial advisors counsel or other consultants or advisors specifically authorized representatives for use in any of the foregoing documents. Each of the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 TO and the Proxy Statement Offer Documents will comply as to form in all material respects with the applicable provisions of the Exchange Act and any other applicable lawAct.

Offer Documents; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents will, at the respective times the Schedule 14D-9, nor any of the information provided by the Company or its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Offer Documents, shall, on the respective dates the Schedule 14D-9 or the Offer Documents or any amendments or supplements thereto are filed with the SEC or on the date are first published, sent or given to the Company's stockholdersStockholders, 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 necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The Proxy Statement or similar materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, shall will not, at on the time filed with date the SEC, at the time Proxy Statement (or any amendment or supplement thereto) is first mailed to the Company's stockholders, at the time of the Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleadingmisleading and will not, at the time of the Company 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 Company Meeting which shall have become false or misleading in any material respect. The Schedule 14D-9 and the Proxy Statement will, when filed by the Company with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations 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 information provided by Parent, Fimalac-U.S., Acquisition Sub or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects with the provisions of the Exchange Act and any other applicable lawforegoing documents.