Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. None of the information to be supplied by Crescent for inclusion or incorporation by reference in the Registration Statement or the proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Proxy Statement") relating to the Company Stockholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the time it becomes effective and 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 not misleading or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the Stockholder 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. If at any time prior to the Effective Time any event with respect to Crescent, its officers and trust managers or any of its Subsidiaries shall occur that is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Crescent or on behalf of PSNC for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by SCANA in connection with the issuance of shares of SCANA Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement or is filed with the proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Proxy Statement") relating to the Company Stockholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement, SEC and at the time it becomes effective and at under the Effective TimeSecurities 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 not misleading or and (iib) the joint proxy statement, in definitive form, relating to the case of SCANA Meeting (as defined in Section 7.4(a)) and the PSNC Meeting (as defined in Section 7.4(b)) to be held in connection with the Merger (the "Proxy Statement") will, at the time of the mailing of the Proxy Statement dates mailed to shareholders and at the time times of the Stockholder Meetingsuch meetings, 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. If at any time prior to the Effective Time any event with respect to Crescent, its officers The Registration Statement and trust managers or any of its Subsidiaries shall occur that is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed comply as to form in all material respects with the SEC and, as required by law, disseminated to the stockholders provisions of the CompanySecurities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Crescent or on behalf of the Company for inclusion or incorporation by reference in (a) the Registration Statement or registration statement on Form S-4 to be filed with the proxy statement/prospectus included therein SEC in connection with the issuance of shares of Parent Common Stock in the Merger (together with any amendments or supplements thereto, the "Proxy Registration Statement") relating to the Company Stockholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statementwill, at the time it the Registration Statement becomes effective and at under the Effective TimeSecurities 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 not misleading or and (iib) the proxy statement, in definitive form (the case of the "Proxy Statement"), relating to the Company Special Meeting (as defined below) shall not, at the time of the mailing of the Proxy Statement dates mailed to shareholders and at the time of the Stockholder Company 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 are made, not misleading. If at any time prior The Registration Statement and the Proxy Statement, insofar as they relate to the Effective Time any event with respect to Crescent, its officers and trust managers Company or any of its Subsidiaries subsidiaries, shall occur that is required comply as to be described form in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed all material respects with the SEC and, as required by law, disseminated to the stockholders applicable provisions of the CompanySecurities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Crescent or on behalf of BUG for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of shares of Company Common Stock in the Binding Share Exchanges (the "REGISTRATION STATEMENT") will, at the time the Registration Statement or is filed with the proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Proxy Statement") relating to the Company Stockholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement, SEC and at the time it becomes effective and at under the Effective TimeSecurities 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 not misleading or and (ii) the joint proxy statement, in definitive form, relating to the case meetings of BUG and LILCO shareholders to be held in connection with the Proxy StatementBinding Share Exchanges (the "PROXY STATEMENT") will not, at the time of the mailing of the Proxy Statement dates mailed to shareholders and at the time times of the Stockholder Meetingmeetings of shareholders to be held in connection with the Binding Share Exchanges, 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. If at any time prior to the Effective Time any event with respect to Crescent, its officers The Registration Statement and trust managers or any of its Subsidiaries shall occur that is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed will comply as to form in all material respects with the SEC and, as required by law, disseminated to the stockholders provisions of the CompanySecurities Act and the Exchange Act and the rules and regulations thereunder.

Registration Statement and Proxy Statement. None On the effective date of the information to be supplied by Crescent for inclusion or incorporation by reference in the Registration Statement or (the proxy statement/prospectus included therein (together with any amendments or supplements thereto“Effective Date”), the "Proxy Statement") relating to the Company Stockholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement, at and when first filed in accordance with Rule 424(b) and/or filed pursuant to Section 14A, the time it becomes effective Proxy Statement (or any amendment or supplement thereto), shall comply in all material respects with the applicable requirements of the Securities Act and at the Exchange Act. On the Effective TimeDate, the Registration Statement 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 not misleading or (ii) in misleading. On the case date of any filing pursuant to Rule 424(b), the Proxy Statement, at the time of the mailing of date the Proxy Statement is first mailed to the GTY Shareholders, and at the time of the Stockholder GTY Shareholder Meeting, contain the Proxy Statement (together with any amendments or supplements thereto) will not include any untrue statement of a material fact or omit to state any a 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 were made, not misleading. If at any time prior ; provided, however, that GTY makes no representations or warranties as to the Effective Time any event with respect to Crescent, its officers and trust managers information contained in or any of its Subsidiaries shall occur that is required to be described in omitted from the Registration Statement or the Proxy Statement in reliance upon and in conformity with information furnished in writing to GTY by or on behalf of the Company specifically for inclusion in the Registration Statement or the Registration Proxy Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Crescent or on behalf of KCPL for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of shares of Company Common Stock and Company Preferred Stock in the Merger (the "REGISTRATION STATEMENT") will, at the time the Registration Statement or is filed with the proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Proxy Statement") relating to the Company Stockholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement, SEC and at the time it becomes effective and at under the Effective TimeSecurities 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 not misleading or and (iib) the joint proxy statement, in definitive form, relating to the case meetings of KCPL and UCU shareholders to be held in connection with the Proxy StatementMerger (the "PROXY STATEMENT") will, at the time of the mailing of the Proxy Statement dates mailed to shareholders and at the time times of the Stockholder Meetingmeetings of shareholders to be held in connection with the Merger, 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. If at any time prior to the Effective Time any event with respect to Crescent, its officers The Registration Statement and trust managers or any of its Subsidiaries shall occur that is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed will comply as to form in all material respects with the SEC and, as required by law, disseminated to the stockholders provisions of the CompanySecurities Act and the Exchange Act and the rules and regulations thereunder.