Common use of Registration Statement; Joint Proxy Statement Clause in Contracts

Registration Statement; Joint Proxy Statement. Subject to the accuracy of the representations contained in Section 4.17, the information supplied by the Buyer and its Subsidiaries for inclusion in the Registration Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a Material fact or omit to state any Material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by the Buyer and its Subsidiaries for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time each of the Shareholder Meetings and at the Effective Time of the Merger, contain any untrue statement of a Material fact or omit to state any Material fact necessary to make the statements therein, in light of circumstances under which they were made, not misleading. If at any time prior to the Effective Time of the Merger any event relating to the Buyer or the Buyer Bank or any of their Affiliates, officers or directors should be discovered by the Buyer or any of its Subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, the Buyer or the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information supplied by the Company and its Subsidiaries that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement.

Registration Statement; Joint Proxy Statement. Subject (a) Prior to the accuracy filing of such materials with the Securities and Exchange Commission, each of Access and Middleburg will consult with the Shareholder and his Representatives, and consider in good faith any comments provided by the Shareholder or his legal counsel, with respect to the disclosures related to the Shareholder or the “Background of the representations contained in Section 4.17, Merger” section (or similar section(s)) of the information supplied by Joint Proxy Statement (whether or not related to the Buyer and its Subsidiaries for inclusion Shareholder) proposed to be included in the Registration Statement shall notto be filed by Access with the SEC (and any amendments or supplements thereto) in connection with the Access Shareholders Meeting and the Middleburg Shareholders Meeting and the Joint Proxy Statement of Access and Middleburg constituting a part thereof. (b) Each of the parties agrees that none of the information supplied or to be supplied by him or it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement (including any amendments and each amendment or supplements supplement thereto) is declared , if any, becomes effective by under the SECSecurities Act, contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by the Buyer misleading and its Subsidiaries for inclusion in (ii) the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersand any amendment or supplement thereto will, at the time each date of the Shareholder Meetings mailing to shareholders and at the Effective Time times of the Mergerrespective shareholder meetings, contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were such statement was made, not misleading. If at Each party further agrees that if he or it becomes aware that any time prior to the Effective Time information furnished by him or it that would cause any of the Merger any event relating to statements in the Buyer Joint Proxy Statement or the Buyer Bank or any of their Affiliates, officers or directors should be discovered by the Buyer or any of its Subsidiaries that should be set forth in an amendment to the Registration Statement to be false or a supplement to the Joint Proxy Statement, the Buyer or the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws. Notwithstanding the foregoing, the Buyer makes no representation or warranty misleading with respect to any information supplied by the Company and its Subsidiaries that is contained or incorporated by reference inmaterial fact, or furnished in connection with to omit to state any material fact necessary to make the preparation ofstatements therein not false or misleading, to promptly inform the Registration other parties thereof and to take appropriate steps to correct the Joint Proxy Statement or the Joint Proxy Registration Statement, as applicable.

Registration Statement; Joint Proxy Statement. Subject The information to the accuracy of the representations contained in Section 4.17, the information be supplied by the Buyer and its Subsidiaries COFI for inclusion in the Registration Statement shall will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by and at the SECEffective Time, contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The information to be supplied by the Buyer and its Subsidiaries COFI for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus Statement (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders of COFI or RCSB, or at the time each of their respective meetings of stockholders to vote on this Agreement and the Shareholder Meetings Company Merger, and at the Effective Time of the MergerTime, contain any untrue statement that, in light of a Material fact the circumstances under which it is made, is false or omit misleading with respect to any material fact, omits to state any Material material fact necessary in order to make the statements thereinmade therein not false or misleading, or omits to state any material fact necessary to correct any statement in light any earlier communication with respect to the solicitation of circumstances under which they were made, not proxies for such meetings of stockholders that has become false or misleading. If If, at any time prior to the Effective Time of the Merger Time, any event relating to the Buyer or the Buyer Bank COFI or any of their Affiliatesits affiliates, officers or directors should be is discovered by the Buyer or any of its Subsidiaries COFI that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, the Buyer or the Buyer Bank COFI will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects RCSB and such amendment or supplement will be promptly filed with the requirements SEC and, as required by law, disseminated to the stockholders of the Securities LawsCOFI and RCSB. Notwithstanding the foregoing, the Buyer COFI makes no representation or warranty with respect to any information supplied by the Company and its Subsidiaries RCSB that is contained or incorporated by reference in, or furnished in connection with the preparation of, any of the Registration Statement or the Joint Proxy Statement. The Joint Proxy Statement and the Registration Statement will (with respect to COFI) comply in all material respects as to form and substance with the requirements of the Exchange Act, the Securities Act, and the rules and regulations thereunder.

Registration Statement; Joint Proxy Statement. Subject to the accuracy None of the representations contained in Section 4.17, the information supplied or to be supplied by it for inclusion or incorporation by reference in the registration statement on Form S-4 (such registration statement as it may be amended or supplemented and including any such amendments or supplements, the “Registration Statement”) to be filed with the SEC by the Buyer Amalgamated Company, Axis or PRE under the Securities Act, including the prospectus relating to the Amalgamated Company Share Issuance (as it may be amended or supplemented and its Subsidiaries for inclusion including any such amendments or supplements, the “Prospectus”) and the joint proxy statement and form of proxies relating to the special meetings of the shareholders of PRE and Axis to be held, in the Registration Statement shall notcase of Axis, to consider the Axis Bye-Law Amendment and to consider and obtain the Requisite PRE Vote and the Requisite Axis Vote (each a “Shareholders Meeting”) (as it may be amended, supplemented or modified and including any such amendments or supplements, the “Joint Proxy Statement”), at the time the Registration Statement (including any amendments becomes effective or, in the case of the Joint Proxy Statement, at the date of mailing and at the date of the Axis Shareholders Meeting or supplements thereto) is declared effective by the SECPRE Shareholders Meeting, will contain any untrue statement of a Material material fact or omit to state any Material a material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by the Buyer and its Subsidiaries for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time each of the Shareholder Meetings and at the Effective Time of the Merger, contain any untrue statement of a Material fact or omit to state any Material fact necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time Each of the Merger any event relating to the Buyer or the Buyer Bank or any of their Affiliates, officers or directors should be discovered by the Buyer or any of its Subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the and Joint Proxy Statement, the Buyer except for such portions thereof that relate only to PRE and its Subsidiaries or the Buyer Bank Axis and its Subsidiaries, will promptly inform the Company. The Joint Proxy Statement shall comply as to form in all Material material respects with the requirements provisions of the Securities Laws. Notwithstanding Act and the foregoing, the Buyer makes no representation or warranty with respect to any information supplied by the Company and its Subsidiaries that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy StatementExchange Act.

Registration Statement; Joint Proxy Statement. Subject to the accuracy None of the representations contained in Section 4.17, the information supplied or to be supplied by the Buyer and its Subsidiaries or on behalf of EXCEL for inclusion or incorporation by reference in the Registration Statement shall notwill, at the time the Registration Statement (including any amendments or supplements thereto) is declared becomes effective by under the SEC1933 Act, contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied or to be supplied by the Buyer and its Subsidiaries or on behalf of EXCEL for inclusion or incorporation by reference in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholderswill, at the time each of the Shareholder Meetings dates mailed to stockholders and at the Effective Time times of the MergerTelco stockholders' meeting and the EXCEL stockholders' meeting, contain any untrue statement of a Material material fact or omit to state any Material 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 are made, not misleading. If at any time prior to the Effective Time of the Merger any event relating with respect to the Buyer or the Buyer Bank or any of their AffiliatesEXCEL, its officers or and directors should be discovered by the Buyer or any of its Subsidiaries that should occur which is required to be set forth described in an amendment to the Registration Statement of, or a supplement to the Joint Proxy Statement, the Buyer or the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information supplied by the Company and its Subsidiaries that is contained or incorporated by reference in, or furnished in connection with the preparation ofto, the Registration Statement or the Joint Proxy Statement, EXCEL shall promptly so advise Telco and such event shall be so described, and such amendment or supplement (which Telco shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of EXCEL. The Registration Statement and the Joint Proxy Statement (except for information relating to Telco) will comply as to form in all material respects with the provisions of the 1933 Act and the Exchange Act and the rules and regulations promulgated thereunder.

Registration Statement; Joint Proxy Statement. Subject to the accuracy None of the representations contained in Section 4.17, the information supplied or to be supplied by the Buyer and its Subsidiaries or on behalf of Telco for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Holdings in connection with the issuance of shares of Holdings Common Stock in the Mergers (the "Registration Statement shall notStatement") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared becomes effective by under the SEC1933 Act, contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied or to be supplied by the Buyer and its Subsidiaries or on behalf of Telco for inclusion or incorporation by reference in the Joint Proxy Statement will notjoint proxy statement, on in definitive form, relating to the date meetings of Telco and EXCEL stockholders to be held in connection with the Mergers, or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Joint Proxy Statement/Prospectus is first mailed to shareholders") will, at the time each of the Shareholder Meetings dates mailed to stockholders and at the Effective Time times of the MergerTelco stockholders' meeting and the EXCEL stockholders' meeting, contain any untrue statement of a Material material fact or omit to state any Material 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 are made, not misleading. If at any time prior to the Effective Time of the Merger any event relating with respect to the Buyer or the Buyer Bank or any of their AffiliatesTelco, its officers or and directors should be discovered by the Buyer or any of its Subsidiaries that should occur which is required to be set forth described in an amendment to the Registration Statement of, or a supplement to the Joint Proxy Statement, the Buyer or the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information supplied by the Company and its Subsidiaries that is contained or incorporated by reference in, or furnished in connection with the preparation ofto, the Registration Statement or the Joint Proxy Statement, Telco shall promptly so advise EXCEL and such event shall be so described, and such amendment or supplement (which EXCEL shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of Telco. The Registration Statement and the Joint Proxy Statement (except for information relating to EXCEL) will comply as to form in all material respects with the provisions of the 1933 Act and the Exchange Act and the rules and regulations promulgated thereunder.

Registration Statement; Joint Proxy Statement. Subject to The information regarding the accuracy of Company and the representations contained in Section 4.17, the information Company Subsidiaries supplied by the Buyer and its Subsidiaries Company for inclusion in the Registration Statement shall not(and any amendment or supplement thereto), at the time the Registration Statement (including and any amendments amendment or supplements supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the SECSEC and at the Effective Time, will not contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by the Buyer and its Subsidiaries for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time each of the Shareholder Meetings and at the Effective Time of the Merger, contain any untrue statement of a Material fact or omit to state any Material fact necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior The information regarding the Company and the Company Subsidiaries supplied by the Company for inclusion in the joint proxy statement to be sent to (a) Parent’s stockholders in connection with the Effective Time solicitation of proxies in favor of (i) the approval of the Parent Charter Amendment and (ii) the approval of the issuance of shares of Parent Common Stock pursuant to this Agreement (and any amendment or supplement thereto) and (b) the Company’s stockholders in connection with the solicitation of proxies in favor of the adoption of this Agreement and the approval of the transactions contemplated by this Agreement, including the Merger any event relating to (the Buyer or “Joint Proxy Statement”), in each case, at the Buyer Bank or any of their Affiliates, officers or directors should be discovered by the Buyer or any of its Subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to date the Joint Proxy StatementStatement (and any amendment or supplement thereto) is first mailed to Parent and Company stockholders and at the time of the Parent Special Meeting and the Company Special Meeting (or any adjournment or postponement thereof), 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 Buyer statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.21 will not apply to statements or omissions included in the Buyer Bank will promptly inform Joint Proxy Statement (and, in each case, any amendment or supplement thereto) based upon information regarding Parent or any Parent Subsidiary supplied to the CompanyCompany in writing by Parent for use therein. The Joint Proxy Statement shall (and, in each case, any amendment or supplement thereto) will, when filed, comply as to form in all Material material respects with the applicable requirements of the Securities Laws. Notwithstanding the foregoingExchange Act and, the Buyer makes no representation or warranty with respect subject to any information supplied by the Company and its Subsidiaries that is contained or incorporated by reference inSection 5.3(d), or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy StatementStatement will include the Company Board Recommendation.

Registration Statement; Joint Proxy Statement. Subject to the accuracy of the representations contained in Section 4.17, the information supplied by the Buyer and its Subsidiaries for inclusion in the Registration Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a Material fact or omit to state any Material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by the Buyer and its Subsidiaries for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time each of the Shareholder Meetings and at the Effective Time of the MergerTime, contain any untrue statement of a Material fact or omit to state any Material fact necessary to make the statements therein, in light of circumstances under which they were made, not misleading. If at any time prior to the Effective Time of the Merger any event relating to the Buyer or the Buyer Bank its Subsidiaries or any of their Affiliates, officers or directors should be discovered by the Buyer or any of its Subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, the Buyer or the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities LawsLaws and the rules and regulations thereunder applicable to the Buyer. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information supplied by the Company and its Subsidiaries that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement.

Registration Statement; Joint Proxy Statement. Subject The registration statement on Form S-4 to be filed with the accuracy SEC by Parent in connection with the issuance of Parent Common Stock pursuant to this Agreement (the representations contained in Section 4.17, the information supplied by the Buyer “Registration Statement”) (and its Subsidiaries for inclusion in the Registration Statement shall notany amendment or supplement thereto), at the time the Registration Statement (including and any amendments amendment or supplements supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the SECSEC and at the Effective Time, will not contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by the Buyer and its Subsidiaries for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time each of the Shareholder Meetings and at the Effective Time of the Merger, contain any untrue statement of a Material fact or omit to state any Material fact necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. If The Joint Proxy Statement, at the date the Joint Proxy Statement (and any amendment or supplement thereto) is first mailed to Parent and Company stockholders and at the time prior to the Effective Time of the Merger any event relating to Parent Special Meeting and the Buyer or the Buyer Bank Company Special Meeting (or any adjournment or postponement thereof), will not contain any untrue statement of their Affiliatesa material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, officers in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.22 will not apply to statements or directors should be discovered by the Buyer or any of its Subsidiaries that should be set forth omissions included in an amendment to the Registration Statement or a Joint Proxy Statement (and, in each case, any amendment or supplement thereto) based upon information regarding the Company or any Company Subsidiary supplied to Parent in writing by the Company for use therein (it being understood that all other information in the Registration Statement and Joint Proxy Statement (and, in each case, any amendment or supplement thereto) will be deemed to have been supplied by Parent). The Registration Statement and Joint Proxy Statement (and, in each case, any amendment or supplement thereto) will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act and, subject to Section 5.4(d), the Joint Proxy Statement, Statement will include the Buyer or the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information supplied by the Company and its Subsidiaries that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy StatementParent Board Recommendation.

Registration Statement; Joint Proxy Statement. Subject to the accuracy of the representations contained and warranties of Parent, Merger Sub and Successor Sub in Section 4.175.12, none of the information supplied or to be supplied in writing by or on behalf of the Buyer and its Subsidiaries Company specifically for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Parent in connection with the Share Issuance (the “Registration Statement shall notStatement”) will, at the time the Registration Statement (including any amendments or supplements thereto) is declared becomes effective by under the SECSecurities Act, contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by the Buyer and its Subsidiaries for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time each of the Shareholder Meetings and at the Effective Time of the Merger, contain any untrue statement of a Material fact or omit to state any Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time None of the Merger any event information supplied or to be supplied in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in the joint proxy statement, in definitive form, relating to the Buyer Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, or in the Buyer Bank related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the “Joint Proxy Statement”) will, on the dates first mailed to stockholders and at the times of the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, contain any untrue statement of their Affiliatesa material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, officers or directors should be discovered in light of the circumstances under which they are made, not misleading. The information provided by the Buyer or any of its Subsidiaries that should be set forth Company for inclusion in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, the Buyer or the Buyer Bank Statement (except for information relating solely to Parent) will promptly inform the Company. The Joint Proxy Statement shall comply as to form in all Material material respects with the requirements applicable provisions of the Securities LawsAct and the Exchange Act. Notwithstanding the foregoing, the Buyer makes no representation or warranty is made by the Company with respect to any information supplied by the Company and its Subsidiaries that is contained statements made or incorporated by reference intherein based on information supplied by Parent, Merger Sub or furnished Successor Sub for inclusion or incorporation by reference in connection with the preparation of, the Registration Statement or the Joint Proxy Statement.

Registration Statement; Joint Proxy Statement. Subject to the accuracy of the representations contained in Section 4.17, the The information supplied in writing to RVI, or its counsel or auditors, by the Buyer API and its Subsidiaries any API Stockholders for inclusion in the Registration Statement pursuant to which the shares of RVI Common Stock to be issued upon exchange or purchase of the Exchangeable Shares will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by the Buyer and its Subsidiaries for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time each of the Shareholder Meetings and at the Effective Time of the Merger, contain any untrue statement of a Material fact or omit to state any Material fact necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time of the Merger any event relating to the Buyer or the Buyer Bank or any of their Affiliates, officers or directors should be discovered The information supplied by the Buyer or any of its Subsidiaries that should be set forth API for inclusion in an amendment to the Registration Statement or a supplement to the Joint Proxy StatementStatement to be sent to the stockholders of API and RVI in connection with the meeting of API's Stockholders to consider approval of the Arrangement and this Agreement and the meeting of the RVI Stockholders to consider approval of the RVI Charter Amendment shall not, on the Buyer or date the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects with is first mailed to API's or RVI's stockholders, at the requirements time of the Securities LawsAPI Stockholders Meeting or the RVI Stockholders Meeting, and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the API Stockholders Meeting or the RVI Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Buyer API makes no representation representation, warranty or warranty covenant with respect to any information supplied by the Company and its Subsidiaries RVI that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement.

Registration Statement; Joint Proxy Statement. Subject to the accuracy of the representations contained and warranties of the Company in Section 4.174.12, none of the information supplied or to be supplied in writing by the Buyer and its Subsidiaries or on behalf of Parent specifically for inclusion or incorporation by reference in the Registration Statement shall notwill, at the time the Registration Statement (including any amendments or supplements thereto) is declared becomes effective by under the SECSecurities Act, contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by the Buyer and its Subsidiaries for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time each of the Shareholder Meetings and at the Effective Time of the Merger, contain any untrue statement of a Material fact or omit to state any Material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time None of the Merger any event relating information supplied or to the Buyer be supplied in writing by or the Buyer Bank on behalf of Parent specifically for inclusion or any of their Affiliates, officers or directors should be discovered incorporation by the Buyer or any of its Subsidiaries that should be set forth reference in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, will, on the Buyer dates mailed to stockholders and at the times of the Company Stockholders’ Meeting and the Parent 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 Buyer Bank will promptly inform statements therein, in light of the Companycircumstances under which they are made, not misleading. The information provided by Parent for the Registration Statement and the Joint Proxy Statement shall (except for information relating solely to the Company) will comply as to form in all Material material respects with the requirements applicable provisions of the Securities LawsAct and the Exchange Act. Notwithstanding the foregoing, the Buyer makes no representation or warranty is made by Parent, Merger Sub or Successor Sub with respect to any statements made or incorporated by reference therein based on information supplied by the Company and its Subsidiaries that is contained for inclusion or incorporated incorporation by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement.

Registration Statement; Joint Proxy Statement. Subject to the accuracy None of the representations contained in Section 4.17, the information supplied or to be supplied by the Buyer and its Subsidiaries or on behalf of IWL for inclusion or incorporation by reference, and reviewed by IWL prior to such inclusion or incorporation by reference, in the Registration Statement shall notwill, at the time the Registration Statement (including any amendments or supplements thereto) is declared becomes effective by under the SECSecurities Act, contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied or to be supplied by the Buyer and its Subsidiaries or on behalf of IWL for inclusion or incorporated by reference, and reviewed by IWL prior to such inclusion or incorporation by reference, in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholderswill, at the time each of the Shareholder Meetings dates mailed to shareholders and at the Effective Time times of the MergerIWL shareholders' meeting and the Company shareholders' meeting, contain any untrue statement of a Material material fact or omit to state any Material 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 are made, not misleading. If at any time prior to the Effective Time of the Merger Time, any event relating with respect to the Buyer or the Buyer Bank or any of their AffiliatesIWL, its officers or and directors should be discovered by the Buyer or any of its Subsidiaries that should occur which is required to be set forth described in an amendment to the Registration Statement of, or a supplement to the Joint Proxy Statement, the Buyer or the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information supplied by the Company and its Subsidiaries that is contained or incorporated by reference in, or furnished in connection with the preparation ofto, the Registration Statement or the Joint Proxy Statement, IWL shall promptly so advise the Company. IWL will promptly disseminate any such amendment or supplement (which the Company shall have a reasonable opportunity to review) to the shareholders of IWL.

Registration Statement; Joint Proxy Statement. Subject None of the information to be supplied by Amerin for inclusion or incorporation by reference in the joint prxxx xxatement relating to the accuracy meetings of Amerin's shareholders and CMAC's shareholders to be held in connecxxxx xxxh the Merger (together with any amendments thereof or supplements thereto, the "Joint Proxy Statement") and in the registration statement on Form S-4 to be filed by CMAC with the SEC with respect to the CMAC Stock to be issued to Amerin's shareholders in connection with the Merger (together with xxx xxxndments thereto, the "Registration Statement") in which the Joint Proxy Statement shall be included as a prospectus will (i) in the case of the representations contained in Section 4.17, the information supplied by the Buyer and its Subsidiaries for inclusion in the Registration Statement shall notJoint Proxy Statement, at the time of the Registration Statement (including any amendments or supplements thereto) is declared effective by mailing thereof, at the SECtime of the Amerin Stockholder Meeting, and at the Effective Time, contain any untrue xxxxxe statement of a Material material fact or omit to state any Material 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 (ii) in the case of the Registration Statement, at the time it becomes effective, 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. The information supplied by the Buyer and its Subsidiaries for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time each of the Shareholder Meetings and at the Effective Time of the Merger, contain any untrue statement of a Material fact or omit to state any Material fact necessary to make the statements therein, in light of circumstances under which they were made, not misleading. If at any time prior to the Effective Time of the Merger any event relating to the Buyer or the Buyer Bank or any of their Affiliates, officers or directors should be discovered by the Buyer or any of its Subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement will comply (with respect to the Joint Proxy Statement, the Buyer or the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply information relating to Amerin) as to form in all Material material respects with the requirements applicable prxxxxxxns of the Securities LawsAct and the Exchange Act. Notwithstanding the foregoing, the Buyer Amerin makes no representation or warranty with respect to any information infxxxxxxon supplied by the Company and its Subsidiaries that CMAC which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement.

Registration Statement; Joint Proxy Statement. Subject The information included by RVI with respect to the accuracy of the representations contained in Section 4.17, the information supplied by the Buyer and its Subsidiaries for inclusion RVI in the Registration Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by the Buyer and its Subsidiaries for inclusion in the Joint Proxy Statement will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time each of the Shareholder Meetings and at the Effective Time of the Merger, contain any untrue statement of a Material fact or omit to state any Material fact necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to The information supplied by RVI for inclusion in the Effective Time of the Merger any event relating to the Buyer or the Buyer Bank or any of their Affiliates, officers or directors should be discovered by the Buyer or any of its Subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, the Buyer or the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects with not, on the requirements date the Joint Proxy Statement is first mailed to the API Stockholders or the RVI Stockholders, at the time of the Securities LawsAPI Stockholders Meeting or the RVI Stockholder Meeting and the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the API Stockholders Meeting or the RVI Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Buyer RVI makes no representation representation, warranty or warranty covenant with respect to any information supplied by the Company and its Subsidiaries API that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement. The Exchangeable Shares, when issued pursuant to the terms of this Agreement and the Arrangement, shall be duly authorized, validly issued, fully paid and non-assessable. The issuance of the RVI Options has been approved by the Board of Directors of RVI, subject to the approval by the stockholders of RVI at the next annual meeting of stockholders of RVI of the stock option plan of RVI pursuant to which the RVI Options will be issued.

Registration Statement; Joint Proxy Statement. Subject to the accuracy None of the representations contained in Section 4.17, the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference, and reviewed by the Buyer and its Subsidiaries for Company prior to such inclusion or incorporation by reference, in the registration statement to be filed with the SEC by Holdings in connection with the issuance of shares of Holdings Common Stock in the Mergers and the Interest Exchange (the "Registration Statement shall notStatement") will, at the time the Registration Statement becomes effective under the Securities Act of 1933, as amended (including any amendments or supplements thereto) is declared effective by the SEC"Securities Act"), contain any untrue statement of a Material material fact or omit to state any Material material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference, and reviewed by the Buyer and its Subsidiaries for Company prior to such inclusion or incorporation by reference, in the Joint Proxy Statement will notjoint proxy statement, on in definitive form, relating to the date meetings of the IWL and the Company shareholders to be held in connection with the Mergers, or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Joint Proxy Statement/Prospectus is first mailed to shareholders") will, at the time each of the Shareholder Meetings dates mailed to shareholders and at the Effective Time times of the MergerIWL shareholders' meeting and the Company shareholders' meeting, contain any untrue statement of a Material material fact or omit to state any Material 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 are made, not misleading. If at any time prior to the Effective Time of the Merger any event relating with respect to the Buyer or the Buyer Bank or any of their AffiliatesCompany, its officers or and directors should be discovered by the Buyer or any of its Subsidiaries that should occur which is required to be set forth described in an amendment to the Registration Statement of, or a supplement to the Joint Proxy Statement, the Buyer or the Buyer Bank will promptly inform the Company. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information supplied by the Company and its Subsidiaries that is contained or incorporated by reference in, or furnished in connection with the preparation ofto, the Registration Statement or the Joint Proxy Statement, the Company shall promptly so advise IWL and Holdings. The Company will promptly disseminate any such amendment or supplement to the shareholders of the Company.