Common use of Proxy Statement; Other Information Clause in Contracts

Proxy Statement; Other Information. The Schedule 13E-3 that will be filed by Brookfield Asset Management Inc. (“BAM”) with the SEC will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. No Person other than BAM and the Company (or Affiliates of any such Person) is required to file the Schedule 13E-3, and no disclosure regarding any Person other than BAM and the Company (or Affiliates of any such Person) is required to be included in the Schedule 13E-3. The information supplied or to be supplied by Parent, Acquisition Sub or any of their directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will not contain any statement which, at the time the Proxy Statement or Schedule 13E-3, as applicable, is filed with the SEC, at the time the Proxy Statement is first sent to the Company Stockholders or at the time of the Company Stockholder Meeting, and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact 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 Schedule 13E-3, the Proxy Statement, the solicitation of a proxy for such Company Stockholder Meeting or the subject matter hereof which has become false or misleading; provided, however, that no representation or warranty is made by the Parent or Acquisition Sub with respect to information supplied by the Company or any of its directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3.

Proxy Statement; Other Information. The Schedule 13E-3 proxy statement, the letter to stockholders, notice of meeting and the form of proxy accompanying the proxy statement that will be provided to the Company Stockholders in connection with the solicitation of proxies for use at the Company Stockholder Meeting (collectively, as each may be amended or supplemented, the “Proxy Statement”) to be filed by Brookfield Asset Management Inc. (“BAM”) the Company with the SEC will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. No Person other than BAM and Neither the Company (or Affiliates Proxy Statement nor any of any such Person) is required to file the Schedule 13E-3, and no disclosure regarding any Person other than BAM and the Company (or Affiliates of any such Person) is required to be included in the Schedule 13E-3. The information supplied or to be supplied by Parent, Acquisition Sub or any of their directors, officers, employees, Affiliates, agents or other representatives the Company for inclusion or incorporation by reference in the Rule 13E-3 transaction statement on Schedule 13E-3 to be filed by Parent with the SEC concurrently with each filing of the Proxy Statement (including any amendments or supplements thereto and any other document incorporated or referenced therein, the “Schedule 13E-3 13E-3”) will not contain any statement which, at the time the Proxy Statement or the Schedule 13E-3, as applicable, is filed with the SEC, at the time the Proxy Statement is first sent to the Company Stockholders or at the time of the Company Stockholder Meeting, and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact 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 Schedule 13E-3, the Proxy Statement, the solicitation of a proxy for such Company Stockholder Meeting or the subject matter hereof which has become false or misleading; provided, however, that no representation or warranty is made by the Parent or Acquisition Sub Company with respect to information supplied by the Company Parent or Acquisition Sub or any of its their directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3.

Proxy Statement; Other Information. The Schedule 13E-3 that will be filed by Brookfield Asset Management Inc. (“BAM”) with the SEC will, when filed with the SEC, comply as to form in all material respects with the applicable requirements None of the Exchange Act. No Person other than BAM and information supplied by the Company (or Affiliates of any such Person) is required to file the Schedule 13E-3, and no disclosure regarding any Person other than BAM and the Company (or Affiliates of any such Person) is required to be included in the Schedule 13E-3. The information supplied or to be supplied by Parent, Acquisition Sub or any of their directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement, the Rule 13e-3 Transaction Statement or on Schedule 13E-3 will not contain (the “Schedule 13E-3”) and any statement whichother document filed with the SEC by the Company in connection with the Merger (collectively, with any amendments or supplements to any of the foregoing, the “SEC Filings”) will, at the time of the Proxy Statement or Schedule 13E-3, as applicable, is filed with the SEC, at the time the Proxy Statement is first sent mailing to the stockholders of the Company Stockholders or at the time of the Company Stockholder MeetingMeeting or at the time of any amendments thereof or supplements thereto, and in the light contain any untrue statement of the circumstances under which it is made, is false a material fact or misleading with respect to any material fact, or which omits omit to state 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 Schedule 13E-3, the Proxy Statement, the solicitation of a proxy for such Company Stockholder Meeting or the subject matter hereof which has become false or misleading; provided, however, provided that no representation or warranty is made by the Parent or Acquisition Sub Company with respect to information supplied by any of the Contributing Stockholders, Parent, Merger Sub or any Affiliate of Parent or Merger Sub for inclusion in such SEC Filing. The SEC Filings made by the Company or will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. The letter to stockholders, notice of meeting, proxy statement/prospectus, forms of proxy and any other soliciting materials to be distributed to the stockholders of its directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference the Company in connection with the Merger and the transactions contemplated thereby to be filed with the SEC in connection with seeking the adoption of this Agreement and the consummation of the transactions contemplated hereby are collectively referred to herein as the “Proxy Statement or the Schedule 13E-3Statement.”

Proxy Statement; Other Information. The None of the information ---------------------------------- included or incorporated by reference in the letter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement (including, without limitation, the proxy or information statement containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 that will under the Exchange Act), as the case may be, to be distributed to stockholders of the Company in connection with the Merger, or any schedules required to be filed by Brookfield Asset Management Inc. (“BAM”) with the SEC in connection therewith (collectively referred to herein as the "Proxy Statement"), if --------------- required, except information supplied by Parent or Sub in writing for inclusion in the Proxy Statement or in such schedules (as to which the Company makes no representation), will, when filed as of the date the Proxy Statement is first mailed to such stockholders, and on the date of the Special 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. No representation is made by the Company with respect to any forward-looking information which may have been supplied by the SEC, Company whether or not included in the Proxy Statement. The Proxy Statement will comply (at the time of its mailing) as to form in all material respects with the applicable requirements of the Exchange Act. No Person other than BAM Act and the Company (or Affiliates of any such Person) is required to file the Schedule 13E-3, rules and no disclosure regarding any Person other than BAM and the Company (or Affiliates of any such Person) is required to be included in the Schedule 13E-3regulations thereunder. The information supplied or to be supplied by Parent, Acquisition Sub or Company will promptly correct any of their directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference statements in the Proxy Statement that to its knowledge have become false or Schedule 13E-3 will not contain any statement which, at the time the misleading and take all steps necessary to cause such Proxy Statement or Schedule 13E-3, as applicable, is so corrected to be filed with the SEC, at the time the Proxy Statement is first sent SEC and disseminated to the Company Stockholders or at the time stockholders of the Company Stockholder Meeting, and in the light of the circumstances under which it is made, is false or misleading accordance with respect to any material fact, or which omits to state any material fact 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 Schedule 13E-3, the Proxy Statement, the solicitation of a proxy for such Company Stockholder Meeting or the subject matter hereof which has become false or misleading; provided, however, that no representation or warranty is made by the Parent or Acquisition Sub with respect to information supplied by the Company or any of its directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3applicable law.

Proxy Statement; Other Information. The None of the information ---------------------------------- included or incorporated by reference in the letter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement (including, without limitation, the proxy or information statement containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 that will under the Exchange Act), as the case may be, to be distributed to stockholders of the Company in connection with the Merger, or any schedules required to be filed by Brookfield Asset Management Inc. (“BAM”) with the SEC in connection therewith (collectively referred to herein as the "Proxy Statement"), if ---------------- required, except information supplied by Parent or Sub in writing for inclusion in the Proxy Statement or in such schedules (as to which the Company makes no representation), will, when filed as of the date the Proxy Statement is first mailed to such stockholders, and on the date of the Special 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. No representation is made by the Company with respect to any forward-looking information which may have been supplied by the SEC, Company whether or not included in the Proxy Statement. The Proxy Statement will comply (at the time of its mailing) as to form in all material respects with the applicable requirements of the Exchange Act. No Person other than BAM Act and the Company (or Affiliates of any such Person) is required to file the Schedule 13E-3, rules and no disclosure regarding any Person other than BAM and the Company (or Affiliates of any such Person) is required to be included in the Schedule 13E-3regulations thereunder. The information supplied or to be supplied by Parent, Acquisition Sub or Company will promptly correct any of their directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference statements in the Proxy Statement that to its knowledge have become false or Schedule 13E-3 will not contain any statement which, at the time the misleading and take all steps necessary to cause such Proxy Statement or Schedule 13E-3, as applicable, is so corrected to be filed with the SEC, at the time the Proxy Statement is first sent SEC and disseminated to the Company Stockholders or at the time stockholders of the Company Stockholder Meeting, and in the light of the circumstances under which it is made, is false or misleading accordance with respect to any material fact, or which omits to state any material fact 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 Schedule 13E-3, the Proxy Statement, the solicitation of a proxy for such Company Stockholder Meeting or the subject matter hereof which has become false or misleading; provided, however, that no representation or warranty is made by the Parent or Acquisition Sub with respect to information supplied by the Company or any of its directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3applicable law.