Common use of Registration Statement; Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company 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 by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company 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 by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act. Notwithstanding the foregoing, the Company Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Acquiror and Merger Sub for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Acquiror for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholdersshareholders, at the time of the Company Stockholders' Target Shareholders 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 it is 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 by or on behalf of the Company for the Company Stockholders' Target Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Acquiror or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement Statement, Acquiror or Merger Sub will comply in all material respects with the provisions of the Exchange Actpromptly inform Target. Notwithstanding the foregoing, the Company makes Acquiror and Merger Sub make no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror Target which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger Mergers will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders and at the time of the Company Seller’s Stockholders' Meeting and at the Effective Time’ Meeting, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, 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 . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller, any Seller Subsidiary or any advisor of Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting stockholders 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 by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act. Notwithstanding the foregoing, the Company Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Purchaser for inclusion or incorporation by reference in (i) the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 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 are made, not misleading. The information supplied by ; and (ii) the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not/Prospectus will, on at the date the Proxy Statement is first dates mailed to the Company's stockholdersCompany Stockholders, at the time of the Company Stockholders' ’ Meeting and at as of the Effective Time, contain any untrue statement which, at such time, is false of a material fact by Purchaser or misleading with respect to any material fact, Merger Sub or omit to state any material fact regarding Purchaser or Merger Sub required to be stated therein or 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 by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the provisions of the Exchange ActSecurities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company Purchaser makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, 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, Proxy Statement 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 by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of shall promptly inform the foregoing documentsBuyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required -------------------------------------------------- to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, 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, Proxy Statement 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 by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of shall promptly inform the foregoing documentsBuyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company or required to be supplied by in Section 2.13, the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, Registration Statement pursuant to which the shares of Acquiror Parent Common Stock Shares to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The Subject to the accuracy of the representations of the Company in Section 2.13, the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will 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, therein 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 by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the applicable provisions of the Exchange ActSecurities Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/ Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied supplied, by Acquiror the Company which is contained in, or furnished in or omitted from connection with the preparation of, any of the foregoing documentsforegoing.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall will 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or 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 . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Company, any Company Subsidiary or any of proxies its or their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingshall promptly inform the Seller. The Registration Statement and the Proxy Statement Statement/Prospectus will comply in all material respects as to form with the provisions requirements of the Securities Act and the Exchange ActAct (to the extent applicable). Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 of the Company (the "Registration Statement") pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, 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 . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting stockholders 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 by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act. Notwithstanding the foregoing, the Company Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) and its Subsidiaries for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, Registration Statement pursuant to which the shares of Acquiror FAFCO Common Stock Shares to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC 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. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) any of its Subsidiaries for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the shareholders of the Company's stockholders, at the time of the Company Stockholders' Shareholders 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 by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement/Prospectus, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsshall promptly inform FAFCO.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Acquiror for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, at the time it is filed with and at the Registration Statement (including any amendments or supplements thereto) time it 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 in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Acquiror for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on (i) the date the Proxy Statement or dates it is first mailed to the Company's stockholdersCompany Shareholders and Acquiror Shareholders, (ii) at the time of or times when the Company Stockholders' Shareholder Meeting and Acquiror Shareholder Meeting are held, and (iii) at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any an earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholder Meeting and the Acquiror Shareholder Meeting which has become false or misleading. The Registration Statement and Proxy Statement will Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Acquiror makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in, or furnished in connection with the preparation of, or omitted from incorporated by reference in, any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) in writing for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with and at the time it 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on (i) the date the Proxy Statement it is first mailed to the Company's stockholdersCompany Shareholders and Acquiror Shareholders, (ii) at the time of or times when the Company Stockholders' Shareholder Meeting and Acquiror Shareholder Meeting are held, and (iii) at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier Company communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholder Meeting and the Acquiror Shareholder Meeting which has become false or misleading. The Registration Statement and Proxy Statement will Statement/Prospectus shall comply in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from incorporated by reference in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the "Registration Statement") pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersSeller's Shareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, 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 . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, 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 . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) in writing for inclusion in (i) the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock S-4 to be issued in the Merger will be registered filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (including any amendments or supplements, the "Registration StatementFORM S-4") shall notwill, at the time the Registration Statement (including any amendments or supplements thereto) is declared Form S-4 becomes effective by under the SECSecurities 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, in light of the circumstances under which they were are made, not misleading. The information supplied by the Company or required to be supplied by the Company ; and (except to the extent revised or superseded by amendments or supplementsii) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection filed with the meeting of the Company's stockholders SEC by Parent and Company pursuant to consider the Merger Section 5.1(a) hereof (the "Company Stockholders' MeetingPROXY STATEMENT/PROSPECTUS") (such proxy statement/prospectuswill, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on at the date the Proxy Statement is first or dates mailed to the shareholders of Company's stockholders, at the time of the shareholders meeting of Company Stockholders' Meeting and at (the Effective Time"COMPANY GENERAL MEETING") in connection with the transactions contemplated hereby, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or 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 . With respect to the solicitation of proxies information supplied or to be supplied by or on behalf of Company in writing for inclusion in the Company for Proxy Statement/Prospectus only, the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange ActAct and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Form S-4 or a supplement to the Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information other than the information supplied or required to be supplied by Acquiror which is contained Company in writing for inclusion in the Form S-4 or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied in writing by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant as to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement"Parent makes no representation) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied in writing by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent and Merger Sub for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the Company's ’s stockholders, at the time of the Company Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, 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, Proxy Statement 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 by or on behalf of the Company for the Company Stockholders' ’ Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to Parent or covenant with respect to any information supplied Merger Sub or required to be supplied by Acquiror which is contained in or omitted from any of their respective Affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement, Parent shall promptly so inform the Company.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Acquiror or required to be supplied by the Company Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement") Statement shall not, on the date the Joint Proxy Statement is first mailed to the CompanyAcquiror's stockholders, at the time of the Company Stockholders' Acquiror 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 by or on behalf of the Company Acquiror for the Company Stockholders' Acquiror Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4Registration Statement, or any amendment or supplement thereto, pursuant as to which the shares Buyer makes no representation and which shall not constitute part of Acquiror Common Stock to be issued in the Merger will be registered with the Buyer SEC (including any amendments or supplements, the "Registration Statement"Report for purposes of this Agreement) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Buyer for inclusion in the proxy statement/prospectus or any amendment or supplement thereto Proxy Statement to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Meeting shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, 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, Proxy Statement 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 by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Buyer or any of its Affiliates, officers or directors should be discovered by the Buyer which should be set forth in an amendment to the Registration Statement or supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of Buyer shall promptly inform the foregoing documentsCompany.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Subject to the accuracy of the representations of the Company or required to be supplied by in Section 2.14, the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, Registration Statement pursuant to which the shares of Acquiror Parent Common Stock Shares to be issued in the Merger merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC 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 included therein, in light of the circumstances under which they were made, not misleading. The Subject to the accuracy of the representations of the Company in Section 2.13, the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall /Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersShareholders' Meeting and at the Effective Time, contain any statement which, which at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, included therein not false or misleading; or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Parent, Merger Sub or any of proxies their respective affiliates, officers or directors should be discovered by Parent or on behalf of Merger Sub which should be set forth in an amendment to the Company for Registration Statement or a supplement to the Company Stockholders' Meeting which has become false Proxy Statement/Prospectus, Parent or misleading. The Proxy Statement Merger Sub will comply in all material respects with promptly inform the provisions of the Exchange ActCompany. Notwithstanding the foregoing, the Company Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in, or furnished in or omitted from connection with the preparation of, any of the foregoing documentsforegoing.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Acquisition Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact stated therein, 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 . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its Affiliates, officers or directors is discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) QuadraMed and Merger Sub for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) QuadraMed for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the Company's Medicus stockholders, at the time of the Company Stockholders' Medicus 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 it is 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 by or on behalf of the Company for the Company Stockholders' Medicus Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by QuadraMed or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement Statement, QuadraMed or Merger Sub will comply in all material respects with the provisions of the Exchange Actpromptly inform Medicus. Notwithstanding the foregoing, the Company makes QuadraMed and Merger Sub make no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror Medicus which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the “Registration Statement”) pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Seller Shareholders’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact stated therein, 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 . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its Affiliates, officers or directors is discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, the Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, of the Company (the "Registration Statement") pursuant to which the shares of Acquiror Company Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersSeller Shareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, 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 . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement and the Proxy Statement will Statement/Prospectus shall comply in all material respects as to form with the provisions requirements of the Securities Act, the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by Acquiror omitted by, Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised CoreComm or superseded by amendments or supplements) its Affiliates for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued incorporation by reference in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) CoreComm for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of CoreComm, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, 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, Proxy Statement 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 by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with If at any time prior to the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty Effective Time any event relating to CoreComm or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of its Affiliates, officers or directors should be discovered by CoreComm which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement, CoreComm shall promptly inform ATX.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Avant! and Merger Sub expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The written information supplied by Avant! expressly for the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the CompanyTMAI's stockholdersshareholders, at the time of the Company Stockholders' TMAI's Shareholders 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 it is 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 by or on behalf of the Company for the Company Stockholders' TMAI's Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Avant! or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement Statement, Avant! or Merger Sub will comply in all material respects with the provisions of the Exchange Actpromptly inform TMAI. Notwithstanding the foregoing, the Company makes Avant! and Merger Sub make no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror TMAI which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Registration Statement (as defined in Section 2.04(b)) shall not at the Company time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be supplied by stated therein or necessary in order to make the Company (except to statements therein not misleading. The Registration Statement shall, as of the extent revised or superseded by amendments or supplements) for inclusion time it becomes effective under the Securities Act be prepared in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder applicable thereto. The information in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") Proxy Statement shall not, on the date the Proxy Statement is first mailed to Pentose's stockholders, and at the time of the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECPentose 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 were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company 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 by or on behalf of the Company for the Company Pentose Stockholders' Meeting which has as become false or misleading. The Proxy Statement will comply as to form in all material respects respect with the provisions of the Exchange ActAct and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to Vitex or any of its affiliates, officers or directors should be discovered by Vitex which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Vitex shall promptly inform Pentose, and Vitex shall promptly commence preparation of such amendment or supplement in accordance with Section 5.01. Notwithstanding the foregoing, the Company Vitex makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by Acquiror Pentose which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4Registration Statement shall not, or any amendment or supplement thereto, pursuant to which at the shares of Acquiror Common Stock to be issued in the Merger will be registered time it is filed with the SEC (including any amendments or supplements, the "Registration Statement") shall not, and 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the stockholders of the Company's stockholders, at the time of the Company 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; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become materially false or misleading. If at any time prior to the Effective Time any event relating to Parent or Merger Sub or any of their respective affiliates, officers or directors is discovered by Parent which should be set forth in an amendment to the Registration Statement or an amendment or supplement to the Proxy Statement, Parent shall promptly inform the Company. The Proxy Registration Statement will comply as to form in all material respects with the requirements provisions of the Exchange ActSecurities Act and the SEC Regulations promulgated thereunder. Notwithstanding the foregoing, the Company Parent makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent in writing specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which S-4 in connection with the shares issuance of Acquiror the Parent Common Stock to be issued in or as a result of the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notwill, at the time the Registration Statement (including any amendments or supplements thereto) Form S-4 is declared filed with the SEC and at the time the Form S-4 becomes effective by under the SECSecurities 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 made therein, in light of the circumstances under which they were made, not misleading. The information supplied by ; and (ii) the Company or required to be supplied by Proxy Statement/Prospectus will, at the Company (except to date the extent revised or superseded by amendments or supplements) for inclusion in the proxy statementProxy Statement/prospectus or any amendment or supplement thereto to be sent Prospectus is mailed to the stockholders of the Company in connection with and the meeting stockholders of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, Parent and as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false misleading. Notwithstanding the foregoing, Parent makes no representation or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication warranty with respect to the solicitation of proxies any information provided by or on behalf of required to be provided by the Company and/or by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Company Stockholders' Meeting which has become false Form S-4 or misleadingthe Proxy Statement/Prospectus. The Form S-4 and the Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. Notwithstanding , respectively, and the foregoing, rules and regulations promulgated by the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsSEC thereunder.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") -------------------------------------------------- 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Corvis, at the time of the Company Corvis 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 by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act. Notwithstanding the foregoing, the Company Corvis makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documentsRegistration Statement or Proxy Statement. Notwithstanding anything to the contrary in this Agreement, Corvis makes no representation, warranty or covenant regarding any information supplied by the Company for inclusion in the Registration Statement or Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") Stockholders Meeting (such proxy statement/prospectus, together with the prospectus relating to the shares of Acquiror Common Stock to be issued in the Merger, in each case as amended or supplementedsupplemented from time to time, is referred to herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' 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 by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent statement relating to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") Stockholders Meeting (such proxy statement/prospectus, together with the prospectus relating to the shares of Acquiror Common Stock to be issued in the Merger, in each case as amended or supplementedsupplemented from time to time, is referred to herein as the "Proxy StatementStatement/ Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' 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 by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement of Parent on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall notnot contain, 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 in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement not misleading. The information supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of the Company in connection with the special meeting of the Company's stockholders to consider this Agreement (the "Stockholders Meeting") shall not, at the time the Proxy Statement is first mailed to stockholders, at the time of the Stockholders Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company 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 by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its affiliates should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documentsshall promptly inform Parent.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required -------------------------------------------------- to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, S-4 pursuant to which the shares of Acquiror Buyer Common Stock to be issued in connection with the Merger will be registered with under the SEC Securities Act (including any amendments or supplements, the "Registration Statement") ), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, 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, Proxy Statement 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 by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingStatement, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of shall promptly inform the foregoing documentsBuyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Parent and Merger Sub for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, and (ii) the Exemption Application (including any amendments or supplements thereto), at the time the Exemption Application is filed with the appropriate securities regulatory authority, shall 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, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) Merger Sub for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") /Prospectus shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting Shareholders 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 it is 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 by or on behalf of the Company for the Company Stockholders' Meeting Shareholder Vote which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement Statement/Prospectus, Parent and Merger Sub will comply in all material respects with promptly inform the provisions of the Exchange ActCompany. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror the Company which is contained in or omitted from any of the foregoing documents.