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prospectus included in the Registration Statement and the Prospectus Supplement, in each case as they may be amended or supplemented from time to time) will not 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 therein, not misleading; provided, that no representation or warranty is made as to information contained in or omitted from the Registration Statement, or the base prospectus or any prospectus supplement in reliance upon and in conformity with written information relating to Seller furnished to Parent by Seller or any representatives on behalf of Seller (or any transferees or distributees of Stock Consideration pursuant to Section 2.5(c)) expressly for use in the Registration Statement, prospectus or prospectus supplement relating to the Stock Consideration.

Section 5.13 Prospectus Supplement; Effectiveness of Registration Statement; Marketed Secondary Offering .

(a) At the Closing, Parent shall deliver to Seller (or any transferee or distributees pursuant to Section 2.5(c)) a form of final Prospectus Supplement (in such quantities as it or they may reasonably request) relating to the resale of the Stock Consideration by Seller (and any transferees or distributees of Stock Consideration pursuant to Section 2.5(c)), together with a Prospectus to be filed with the SEC in accordance with Rule 424(b) under the Securities Act (the “ Prospectus Supplement ”), and no later than the SEC’s close of business on the second Business Day following the Closing shall file the Prospectus Supplement with the SEC pursuant to Rule 424(b) under the Securities Act. Parent further agrees to file promptly with the SEC any amendment or supplement to the Prospectus Supplement that may, in the judgment of Parent, be required by the Securities Act or requested by the SEC. Parent agrees to advise Seller, promptly after it receives notice thereof, of the time when the Prospectus Supplement or any amendment or supplement thereto is filed and to promptly deliver such number of Prospectus Supplements or any amendments or supplements thereto as Seller (and any transferees or distributees of Stock Consideration pursuant to Section 2.5(c)) may request.

(b) Parent covenants and agrees to use its reasonable best efforts to keep the Registration Statement continuously effective for the lesser of (i) two years (plus the amount of time that the Registration Statement or Prospectus Supplement may not be used or are not available from time to time to effect resales of any Stock Consideration hereunder) (the “ Minimum Effective Period ”) or (ii) until such earlier date as of which all the Stock Consideration shall have been disposed of in the manner described in the Registration Statement. Parent may suspend the effectiveness of the Registration Statement and the use of any Prospectus included therein in the event, and for such period of time as (i) such a suspension is required by the rules and regulations of the SEC as applied to Parent, (ii) such Prospectus ceases to meet the requirements of Section 10 of the Securities Act or (iii) in the good faith determination by Parent’s board of directors, offers and sales pursuant to the Registration Statement should not be made by reason of the existence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in the Registration Statement would be premature and would have an adverse effect on Parent. Parent will immediately advise Seller of any such suspension, and will use its commercially reasonable efforts to cause such suspension to terminate at the earliest possible date and no such suspension shall exceed sixty (60) days in any one case, and shall not exceed ninety (90) days in any twelve (12) month period (together with any and all other delays permitted in this Section 5.13). Seller agrees that following receipt


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