Common use of The Company’s Responsibilities Clause in Contracts

The Company’s Responsibilities. (a) The Company will provide S&S with access to the directors, officers and key employees and any other corporate information of the Company as S&S may reasonably request, including all information (financial or otherwise), data, opinions, appraisals, valuations, other information and materials relating to the Company that is relevant to the Offering. The Company will ensure that all information concerning the Company provided to S&S by the Company and its directors, officers, employees, agents and advisors in any form will be accurate and complete in all material respects, and will not be misleading in any material respect. S&S may rely on such information without verification. S&S shall not be required to physically inspect any assets or to prepare or obtain any independent evaluation or appraisal of any of the assets or liabilities of the Company or to make any determination as to the solvency Xx. Xxxxxxxx X. Mullins February 22, 2012 of any party. S&S shall be entitled to assume that any projections prepared by the Company have been reasonably prepared and reflect the best currently available estimates and judgments of the party preparing or providing such projections. (b) The Company further acknowledges that it will ensure that all information concerning the Company to be provided to S&S, directly or indirectly, orally or in writing, by the Company and its directors, officers, employees, agents and advisors will be accurate and complete in all material respects, and will not be misleading in any material respect S&S will be entitled to rely on, and will be under no obligation to verify, the accuracy or completeness of such information. (c) The Company agrees to notify S&S promptly in writing of any material change, actual or contemplated, relating to the Company’s business, operations, affairs, condition (financial or otherwise) or prospects, which would render untrue any statement of material fact made to S&S or material information furnished to S&S, or which would constitute an omission to state a material fact necessary to make any statement of material fact made to S&S or material information furnished to S&S not misleading in light of the circumstances in which it was made or furnished. (d) The Company acknowledges that in carrying out S&S’s services hereunder, S&S will be relying on information prepared and supplied by the Company, its directors, officers, employees, agents and advisors Subject to the exercise of S&S’s professional judgment, S&S will be entitled to rely on, and will be under no obligation to verify, the accuracy or completeness of such information Subject to applicable securities law requirements, S&S will not be under any obligation to investigate any changes which may occur in such information subsequent to the date thereof, unless the Company specifically requests S&S to investigate such changes. (e) In order to coordinate most effectively our efforts to effect an Offering, the Company will promptly inform S&S of any inquiry it may receive concerning the availability of any material portion of the securities or assets of the Company for purchase outside of the ordinary course of business. During the period of S&S’s engagement, neither the Company nor its representatives will initiate any discussions looking toward the sale of any portion of the securities or assets of Company outside the ordinary course of business without first consulting with S&S.

The Company’s Responsibilities. (a) The Company will provide S&S with access to the directors, officers and key employees and any other corporate information of the Company as S&S may reasonably request, including all information (financial or otherwise), data, opinions, appraisals, valuations, other information and materials relating to the Company that is relevant to the Offering. The Company will ensure that all information concerning the Company provided to S&S by the Company and its directors, officers, employees, agents and advisors in any form will be accurate and complete in all material respects, and will not be misleading in any material respect. S&S may rely on such information without verification. verification S&S shall not be required to physically inspect any assets or to prepare or obtain any independent evaluation or appraisal of any of the assets or liabilities of the Company or to make any determination as to the solvency Xx. Xxxxxxxx X. Mullins February 22, 2012 of any party. party S&S shall be entitled to assume that any projections prepared by the Company have been reasonably prepared and reflect the best currently available estimates and judgments of the party preparing or providing such projections. (b) The Company further acknowledges that it will ensure that all information concerning the Company to be provided to S&S, directly or indirectly, orally or in writing, by the Company and its directors, officers, employees, agents and advisors will be accurate and complete in all material respects, and will not be misleading in any material respect respect. S&S will be entitled to rely on, and will be under no obligation to verify, the accuracy or completeness of such information. (c) The Company agrees to notify S&S promptly in writing of any material change, actual or contemplated, relating to the Company’s business, operations, affairs, condition (financial or otherwise) or prospects, which would render untrue any statement of material fact made to S&S or material information furnished to S&S, or which would constitute an omission to state a material fact necessary to make any statement of material fact made to S&S or material information furnished to S&S not misleading in light of the circumstances in which it was made or furnished. (d) The Company acknowledges that in carrying out S&S’s services hereunder, S&S will be relying on information prepared and supplied by the Company, its directors, officers, employees, agents and advisors advisors. Subject to the exercise of S&S’s professional judgment, S&S will be entitled to rely on, and will be under no obligation to verify, the accuracy or completeness of such information information. Subject to applicable securities law requirements, S&S will not be under any obligation to investigate any changes which may occur in such information subsequent to the date thereof, unless the Company specifically requests S&S to investigate such changes. (e) In order to coordinate most effectively our efforts to effect an Offering, the Company will promptly inform S&S of any inquiry it may receive concerning the availability of any material portion of the securities or assets of the Company for purchase outside of the ordinary course of business. During the period of S&S’s engagement, neither the Company nor its representatives will initiate any discussions looking toward the sale of any portion of the securities or assets of Company outside the ordinary course of business without first consulting with S&S.S&S Xx. Xxxxxxxx X Mullins October 29, 2010