Common use of Proxy Statement; Other Information Clause in Contracts

Proxy Statement; Other Information. None of the information supplied by or on behalf of Parent or Merger Sub concerning Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement (the “Parent Information”) will, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders of the Company or at the time of the Company Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made by Parent or Merger Sub with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by or on behalf of the Company or any of its Affiliates for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None of the information supplied by or on behalf of Parent or Merger Sub concerning Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement (the “Parent Information”) will, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders of the Company or at the time of the Company Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made by Parent or Merger Sub with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by or on behalf of the Company or any of its Affiliates for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub concerning Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement (the “Parent Information”) will, at the time it date that the Proxy Statement or any amendment or supplement thereto is filed with the SEC, or at the time it is first mailed to the shareholders holders of the Company or Shares and at the time of the Company Shareholder Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading; provided misleading (except that no representation or warranty is made by Parent or Merger Sub with respect to statements made in the Proxy Statement based on information supplied, or required such portions thereof that relate expressly to be supplied, by or on behalf of the Company or any of its Affiliates Subsidiaries or to statements made therein based on information supplied by or on behalf of Company for inclusion or incorporation by reference therein).

Proxy Statement; Other Information. None of the written information supplied provided by or on behalf of Parent or Merger Sub concerning Parent or Merger Sub for inclusion or incorporation by reference its Subsidiaries to be included in the Proxy Statement (the “Parent Information”) will, at the time it is filed with the SECSEC in definitive form, or at the time it is first mailed to the shareholders of the Company or at the time of the Company Shareholder Shareholders 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; provided that . For the avoidance of doubt, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied, or required to be supplied, that were not supplied in writing by or on behalf of the Company Parent or any of its Affiliates Subsidiaries for inclusion or incorporation by reference use therein.

Proxy Statement; Other Information. None of the written information supplied provided by or on behalf of Parent or Merger Sub concerning Parent or Merger Sub for inclusion or incorporation by reference its Subsidiaries to be included in the Proxy Statement (the “Parent Information”) will, at the time it is filed with the SECSEC in definitive form, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company Shareholder Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that . Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied, or required to be supplied, that were not supplied in writing by or on behalf of the Company Parent or any of its Affiliates Subsidiaries for inclusion or incorporation by reference use therein.