Common use of Prospectus; Circular; Registration Statements Clause in Contracts

Prospectus; Circular; Registration Statements. None of the information regarding any of Houston or any of its Subsidiaries (including the Seattle Entities), the Seattle Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by Houston or Seattle or any of their respective Subsidiaries specifically for inclusion in, or incorporation by reference into, the Miami Registration Statement, the Seattle Registration Statement, the Form F-6, the Form 8-A or the documents relating to the Distribution that are filed with the SEC and/or distributed to Houston stockholders (the “Distribution Documents”) will, in the case of the Distribution Documents or any amendment or supplement thereto, at the time of the mailing of the Distribution Documents and any amendment or supplement thereto, or, in the case of the Miami Registration Statement, the Seattle Registration Statement, the Form F-6 and the Form 8-A, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an untrue or false 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 the light of the circumstances under which they are made, not false or misleading. The information regarding any of Houston and its Subsidiaries (including the Seattle Entities), the Seattle Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by Houston or Seattle or any of their respective Subsidiaries specifically for inclusion in, or incorporation by reference into, the Prospectus, the Circular or any Announcement (including the Cleansing Announcement) will, at the time of the mailing of the Prospectus, the Circular or any amendment or supplement thereto or at the time of the making of such Announcement, to the knowledge of Houston (after due and careful inquiry), in all material respects be in accordance with the facts and not contain any omission likely to affect the import of such information. The Seattle Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by Houston or Seattle with respect to information provided by Miami specifically for inclusion in, or incorporation by reference into, the Seattle Registration Statement.

Prospectus; Circular; Registration Statements. None of the information regarding any of Houston Miami or any of its the Miami Subsidiaries (including the Seattle Entities), the Seattle Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by Houston or Seattle Miami or any of their respective Miami Subsidiaries specifically for inclusion in, or incorporation by reference into, the Miami Registration Statement, the Seattle Registration Statement, the Form F-6, the Form 8-A or the documents relating to the Distribution that are filed with the SEC and/or distributed to Houston stockholders (the “Distribution Documents”) Documents will, in the case of the Distribution Documents or any amendment or supplement thereto, at the time of the mailing of the Distribution Documents and any amendment or supplement thereto, or, in the case of the Miami Registration Statement, the Seattle Registration Statement, the Form F-6 and the Form 8-A, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an untrue or false 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 the light of the circumstances under which they are made, not false or misleading. The information regarding any of Houston and its Subsidiaries (including Miami or any of the Seattle Entities)Miami Subsidiaries, the Seattle Miami Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by Houston or Seattle Miami or any of their respective the Miami Subsidiaries specifically for inclusion in, or incorporation by reference into, the Prospectus, the Circular or any Announcement (including the Cleansing Announcement) will, at the time of the mailing of the Prospectus, the Circular or any amendment or supplement thereto or at the time of the making of such Announcement, to the knowledge of Houston Miami (after due and careful inquiry), in all material respects be in accordance with the facts and not contain any omission likely to affect the import of such information. The Seattle Prospectus, the Circular, the Miami Registration Statement Statement, the Form F-6 and the Form 8-A will comply as to form in all material respects with the provisions of the Listing Rules, the Prospectus Rules, the Market Abuse Regulation, the Disclosure and Transparency Rules, the Financial Services Xxx 0000, the FSMA, the Securities Act, the Exchange Act and the Exchange Actany other applicable Law, as the case may be, except that no representation is made by Houston or Seattle Miami with respect to information provided by Miami Houston or Seattle specifically for inclusion in, or incorporation by reference into, the Seattle Prospectus, the Circular, the Miami Registration Statement., the Form F-6 and the Form 8-A. Table of Contents

Prospectus; Circular; Registration Statements. None of the information regarding any of Houston Miami or any of its the Miami Subsidiaries (including the Seattle Entities), the Seattle Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by Houston or Seattle Miami or any of their respective Miami Subsidiaries specifically for inclusion in, or incorporation by reference into, the Miami Registration Statement, the Seattle Registration Statement, the Form F-6, the Form 8-A or the documents relating to the Distribution that are filed with the SEC and/or distributed to Houston stockholders (the “Distribution Documents”) Documents will, in the case of the Distribution Documents or any amendment or supplement thereto, at the time of the mailing of the Distribution Documents and any amendment or supplement thereto, or, in the case of the Miami Registration Statement, the Seattle Registration Statement, the Form F-6 and the Form 8-A, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an untrue or false 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 the light of the circumstances under which they are made, not false or misleading. The information regarding any of Houston and its Subsidiaries (including Miami or any of the Seattle Entities)Miami Subsidiaries, the Seattle Miami Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by Houston or Seattle Miami or any of their respective the Miami Subsidiaries specifically for inclusion in, or incorporation by reference into, the Prospectus, the Circular or any Announcement (including the Cleansing Announcement) will, at the time of the mailing of the Prospectus, the Circular or any amendment or supplement thereto or at the time of the making of such Announcement, to the knowledge of Houston Miami (after due and careful inquiry), in all material respects be in accordance with the facts and not contain any omission likely to affect the import of such information. The Seattle Prospectus, the Circular, the Miami Registration Statement Statement, the Form F-6 and the Form 8-A will comply as to form in all material respects with the provisions of the Listing Rules, the Prospectus Rules, the Market Abuse Regulation, the Disclosure and Transparency Rules, the Financial Services Xxx 0000, the FSMA, the Securities Act, the Exchange Act and the Exchange Actany other applicable Law, as the case may be, except that no representation is made by Houston or Seattle Miami with respect to information provided by Miami Houston or Seattle specifically for inclusion in, or incorporation by reference into, the Seattle Prospectus, the Circular, the Miami Registration Statement., the Form F-6 and the Form 8-A. 70 Table of Contents