Common use of Certain Information Clause in Contracts

Certain Information. None of the information supplied or to be supplied by Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Registration Statement will, at the time it is filed with the SEC, at any time it is amended or supplemented and at the time it or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Proxy Statement will, at the time it is first mailed to Company’s shareholders, at the time of any amendments or supplements thereto and at the time of the Company Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, respectively.

Certain Information. None of the information supplied or to be supplied by Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Registration Statement will, at the time it is filed with the SEC, at any time it is amended or supplemented and at the time it or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Joint Proxy Statement will, at the time it is first mailed to Company’s shareholders or Purchaser’s shareholders, at the time of any amendments or supplements thereto and at the time of the Company Shareholders Meeting or the Purchaser Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Joint Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, respectively.

Certain Information. None of the information supplied or to be supplied by Company Purchaser or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Registration Statement will, at the time it is filed with the SEC, at any time it is amended or supplemented and at the time it or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Joint Proxy Statement will, at the time it is first mailed to Purchaser’s shareholders or Company’s shareholders, at the time of any amendments or supplements thereto and at the time of the Purchaser Shareholders Meeting or the Company Shareholders Meeting Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company Purchaser with respect to information supplied in writing by Purchaser Company or any of its Subsidiaries specifically for inclusion therein. The portions of the Joint Proxy Statement and the Registration Statement relating to Company Purchaser and its Subsidiaries and other portions within the reasonable control of Company Purchaser will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, respectively.

Certain Information. None of the information supplied or to be supplied by the Company or any of its Subsidiaries for inclusion or incorporation by reference in the proxy statement to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (asuch proxy statement, as amended or supplemented, the “Proxy Statement”) the Registration Statement will, at the time it is filed with the SEC, at any time it is amended or supplemented and at the time it or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Proxy Statement will, at the time date it is first mailed to the stockholders of the Company’s shareholders, at the time of any amendments or supplements thereto and at the time of the Company Shareholders Meeting Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, that to the extent relating to the Company or any Subsidiary of the Company or other information supplied by or on behalf of the Company or any Subsidiary of the Company for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. Notwithstanding the foregoing provisions of this Section 3.7, no representation or warranty is made by the Company with respect to information supplied or statements made or incorporated by reference in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and or any other portions within the reasonable control of Company will comply as to form in all material respects document filed with the requirements SEC or any other Governmental Entity as contemplated hereby, which information or statements were not supplied by or on behalf of the Exchange Act and Company or were based upon information supplied to the Securities Act, respectivelyCompany by or on behalf of Parent or Merger Sub.

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Registration Statement Form S-4 will, at the time it the Form S-4 is filed with the SEC, at the time of any time it is amended amendment or supplemented supplement thereto and at the time it (or any post-effective amendment or supplement thereto supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the . The Joint Proxy Statement willwill not, at the time it is first mailed to the Company’s shareholdersstockholders, at the time of any amendments or supplements thereto and at the time of the Company Shareholders Meeting Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Joint Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company will comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and Act. Notwithstanding the Securities Actforegoing, respectivelythe Company makes no representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information supplied in writing by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Registration Statement Form S-4 to be filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the Merger will, at the time it the Form S-4 is filed with the SEC, at the time of any time it is amended amendment or supplemented supplement thereto and at the time it (or any post-effective amendment or supplement thereto supplement, if prior to the Effective Time) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading and (b) the Joint Proxy Statement will, at the time it is first mailed to the Company’s shareholdersstockholders and Parent’s stockholders, at the time of any amendments or supplements thereto and at the time of the Company Shareholders Stockholders Meeting and at the time of the Parent Stockholders Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Joint Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company will comply as to form in all material respects with the requirements provisions of the Exchange Act and Act. Notwithstanding the Securities Actforegoing, respectivelythe Company makes no representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (ai) the Registration Statement will, at the time it the Registration Statement is filed with the SEC, at any time it is amended or supplemented and at the time it or of any amendment or supplement thereto and at the time the Registration Statement (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Proxy Statement will, at the time it is first mailed to Company’s shareholders, at the time of any amendments or supplements thereto and at the time of the Company Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Parent stockholders or at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided. Notwithstanding the foregoing, that the Company makes no representation or warranty is made by Company with respect to statements included or incorporated by reference in the Registration Statement or Proxy Statement based on information supplied in writing by Purchaser or any on behalf of its Subsidiaries Parent or Merger Sub specifically for inclusion or incorporation by reference therein. The portions of the Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, respectively.

Certain Information. None The Schedule 14D-9 and the Proxy Statement will contain all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and will conform in all material respects with the requirements of the information supplied or to be supplied by Company or Exchange Act and any of its Subsidiaries for inclusion or incorporation by reference in (a) other applicable law, and neither the Registration Schedule 14D-9 nor the Proxy Statement will, at the time it is respective times they are filed with the SECSEC or published, at any time it is amended sent or supplemented and at given to the time it or any amendment or supplement thereto becomes effective under the Securities ActCompany's stockholders, 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 therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is hereby made by the Company with respect to any information supplied by Parent or Purchaser in writing for inclusion in, or (b) with respect to Parent or Purchaser derived form Parent's public SEC filings which are included or incorporated by reference in, the Schedule 14D-9 or the Proxy Statement Statement. None of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Offer Documents will, at the time it is first mailed respective times the Offer Documents are filed with the SEC or published, sent or given to the Company’s shareholders's stockholders, at the time of any amendments or supplements thereto and at the time of the Company Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company . If at any time prior to the Effective Time any event with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, respectively.the

Certain Information. None of the information supplied or to be supplied by Company Parent or any of its Subsidiaries subsidiaries for inclusion or incorporation by reference in (a) the Registration Statement Form S-4 will, at the time it the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Joint Proxy Statement will, at the time it is first mailed to Parent's stockholders or the Company’s shareholders's stockholders, at the time of any amendments or supplements thereto and at the time of the Parent Stockholders Meeting or the Company Shareholders Meeting Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Joint Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company Form S-4 will comply as to form in all material respects with the requirements provisions of the Exchange Securities Act and the Securities Exchange Act, respectivelyas applicable, and the rules and regulations thereunder. Notwithstanding anything in this Section 4.15 to the contrary, no representation or warranty is made by Parent with respect to information supplied in writing by the Company or any of its subsidiaries specifically for inclusion the Joint Proxy Statement or the Form S-4.

Certain Information. None of the information supplied or to be supplied by Company Parent or any of its Subsidiaries subsidiaries for inclusion or incorporation by reference in (a) the Registration Statement Form S-4 will, at the time it the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Joint Proxy Statement will, at the time it is first mailed to Parent’s stockholders or the Company’s shareholdersstockholders, at the time of any amendments or supplements thereto and at the time of the Parent Stockholders Meeting or the Company Shareholders Meeting Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Joint Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company Form S-4 will comply as to form in all material respects with the requirements provisions of the Exchange Securities Act and the Securities Exchange Act, respectivelyas applicable, and the rules and regulations thereunder. Notwithstanding anything in this Section 4.15 to the contrary, no representation or warranty is made by Parent with respect to information supplied in writing by the Company or any of its subsidiaries specifically for inclusion the Joint Proxy Statement or the Form S-4.

Certain Information. None of the information supplied or to be supplied by Company Public, Superholdings or any of its Subsidiaries Merger Sub in written form specifically for inclusion or incorporation by reference in (a) in, or which may be deemed to be incorporated by reference in, the Registration Statement Form S-4 or the Form S-1 will, at the time it the Form S-4 or Form S-1, as applicable, is filed with the SEC, at any time it that such form is amended or supplemented and at the time it or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the information supplied or to be supplied by Public, Superholdings or Merger Sub in written form specifically for inclusion or incorporation by reference in, or (b) which may be deemed to be incorporated by reference in, the Proxy Statement will, at the time it is first mailed to Company’s shareholdersfiled with the SEC, at any time that it is amended or supplemented, at the time it is mailed to the holders of any amendments or supplements thereto Public Stock and at the time of the Company Shareholders Public Stockholders Meeting and, if it is mailed to the Members, at the time it is mailed to the Members and at the time of the Members Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Actrules and regulations thereunder, respectivelyexcept that no representation or warranty is made by Public, Superholdings or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the LLC Parties or other parties to Sister Agreements specifically for inclusion therein.

Certain Information. None of the information supplied or to be supplied by Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Registration Statement willThe Schedule 14D–9 will not, at the time it (and any amendment or supplement thereto) is first filed with the SEC, at any time it is amended or supplemented and at or first published, distributed or disseminated to the time it or any amendment or supplement thereto becomes effective under the Securities ActCompany’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the Proxy Statement will, at the time it is first mailed to Company’s shareholders, at the time of any amendments or supplements thereto and at the time of the Company Shareholders Meeting contain any untrue misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading; provided, that no representation or warranty is made by Company with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company will Schedule 14D–9, including any amendment or supplement thereto, will, comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Actrules and regulations promulgated thereunder. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in any of the Offer Documents will, respectivelyat the respective times they are first (and any amendment or supplement thereto) filed with the SEC, amended or supplemented or first published, distributed or disseminated to the Company’s stockholders, contain any untrue or misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or, omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the Offer or the Mergers which has become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 or the Offer Documents.

Certain Information. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (a) the Registration Statement Form S-4 will, at the time it the Form S-4 is filed with the SEC, at the time of any time it is amended amendment or supplemented supplement thereto and at the time it (or any post-effective amendment or supplement thereto supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the . The Joint Proxy Statement willwill not, at the time it is first mailed to the Company’s shareholdersstockholders, at the time of any amendments or supplements thereto and at the time of the Company Shareholders Meeting Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Joint Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company will comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and Act. Notwithstanding the Securities Actforegoing, respectivelythe Company makes no representation or warranty with respect to statements included or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information supplied in writing by or on behalf of Parent, Assertio or Merger Sub specifically for inclusion or incorporation by reference therein.

Certain Information. None of the information supplied or to be ------------------- supplied by Company Parent or any of its Subsidiaries Merger Sub in writing specifically for inclusion or incorporation by reference in (ai) the Registration Statement Form S-4 will, at the time it the Form S-4 is filed with the SEC, at any time it is amended or supplemented and or at the time it or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (bii) the Proxy Statement will, at the time it is first mailed to Company’s shareholdersfiled with the SEC, at any time that the Proxy Statement is amended or supplemented, at the time the Proxy Statement is mailed to the shareholders of any amendments Company, or supplements thereto and at the time of the Company Shareholders Meeting Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made by Company with respect to information supplied in writing by Purchaser or any of its Subsidiaries specifically for inclusion therein. The portions of the Proxy Statement and the Registration Statement relating to Company and its Subsidiaries and other portions within the reasonable control of Company Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the Securities Actrules and regulations promulgated thereunder, respectivelyexcept that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference in such document based on information supplied by or on behalf of Company specifically for inclusion or incorporation by reference therein.