Common use of Parent Information Clause in Contracts

Parent Information. None of the information relating to Parent and its Subsidiaries that is provided by Parent or its Representatives specifically for inclusion or incorporation by reference in (a) the Offer Documents or the Schedule 14D-9 will, at the time each such document is filed with the SEC, at any time such document is amended or supplemented, at the time each such document is first published, sent or given to stockholders of the Company and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Information Statement or the Proxy Statement (in each case, if required by applicable Law) will, at the date such document is first mailed to the stockholders of the Company and, in the case of the Proxy Statement, at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by Parent with respect to statements made or incorporated by reference in the Offer Documents, the Information Statement, the Proxy Statement or the Schedule 14D-9 based on information supplied by the Company specifically for inclusion or incorporation by reference in the Offer Documents, the Information Statement, the Proxy Statement or the Schedule 14D-9, as applicable.

Parent Information. None of the information relating to Parent and its Subsidiaries that is provided by Parent or its Representatives specifically for inclusion or incorporation by reference in (a) the Offer Documents or the Schedule 14D-9 will, at the time each such document is filed with the SEC, at any time such document is amended or supplemented, at the time each such document is first published, sent or given to stockholders shareholders of the Company and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Information Statement or the Proxy Statement (in each case, if required by applicable Law) will, at the date such document is first mailed to the stockholders shareholders of the Company and, in the case of the Proxy Statement, at the time of the Company Stockholders Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference in the Offer Documents, the Information Statement, the Proxy Statement or the Schedule 14D-9 based on information supplied by the Company specifically for inclusion or incorporation by reference in the Offer Documents, the Information Statement, the Proxy Statement or the Schedule 14D-9, as applicable.

Parent Information. None of the information relating supplied or to be supplied by the Parent and its Subsidiaries that is provided by Parent or its Representatives specifically for inclusion or incorporation by reference in (a) the Offer Documents or the Schedule 14D-9 13E-3 will, at the time each such document is filed with the SEC, or at any time such document is amended or supplemented, at the time each such document is first published, sent or given to stockholders of the Company and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, (b) the Information Statement or in the Proxy Statement (in each case, if required by applicable Law) will, at the date such document it is first mailed to the stockholders of the Company and, in the case of the Proxy Statement, and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offer Documents Proxy Statement and Schedule 13E-3, to the extent it relates to the Parent or its Subsidiaries or other information supplied by the Parent for inclusion therein, will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act. Notwithstanding Act and the foregoingrules and regulations thereunder; provided, however, that no representation or warranty is made by the Parent with respect to statements made or incorporated by reference in the Offer Documents, the Information Statement, the Proxy Statement or the Schedule 14D-9 therein based on information supplied by the Company specifically for inclusion or incorporation by reference in the Offer Documents, the Information Statement, the Proxy Statement or the Schedule 14D-9, as applicabletherein.

Parent Information. None of the The information relating to Parent and its Subsidiaries that is provided by Parent or any of its Representatives specifically Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement, will not (a) in the Offer Documents or case of the Schedule 14D-9 willForm S-4 Registration Statement, at the time each such document the Form S-4 Registration Statement is filed with the SEC, at any time such document it is amended or supplementedsupplemented or at the time it is declared effective under the Securities Act, and (b) in the case of the Joint Proxy Statement/Prospectus, at the time each such document date it is first published, sent mailed to Parent Stockholders or given to stockholders of the Company and at the time of the consummation Parent Stockholders Meeting (or at the date it is first mailed to the Company Stockholders or at the time of the OfferCompany Stockholders Meeting), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Information Statement or the Proxy Statement (in each case, if required by applicable Law) will, at the date such document is first mailed to the stockholders of the Company and, in the case of the Proxy Statement, at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Offer Documents Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (except for such portions thereof that relate only to the Company or any of its Subsidiaries) will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no No representation or warranty is made by Parent or Merger Subs with respect to statements made or incorporated by reference in the Offer Documents, the Information Statement, the Proxy Statement or the Schedule 14D-9 based on information supplied by the Company specifically for inclusion or incorporation by reference in the Offer Documents, the Information Form S-4 Registration Statement, the Proxy Statement or the Schedule 14D-9, as applicable.